1 Introduction

The Dutch statute on partnership law has not changed materially since 1838. The distinction between ‘civil acts’ and ‘commercial acts’ was terminated in the Netherlands in 1934, but the distinction between partnerships (regulated in the Civil Code) and commercial partnerships (regulated in the Commercial Code) has subsisted. After the Second World War, a comprehensive redesign of Dutch civil law was undertaken. The most important parts of the resulting new Dutch Civil Code came into effect in 1992. From the start of this legislative endeavour, the consensus was that partnership law should be reformed and fully integrated into the new Civil Code. Prof. W.C.L. van der Grinten presented a draft legislative proposal for the new partnership law in 1972, but it never made it to Parliament. In 2002, a legislative proposal prepared by Prof. J.M.M. Maeijer was presented to Parliament. It was extensively discussed, heavily amended and finally withdrawn in 2011. Thereafter, in 2016, a working group chaired by Prof. M. van Olffen, on a private initiative, presented yet another draft legislative proposal.

Equally working towards modernisation of Dutch partnership law, the author has prepared this thesis. The recommendations in it have been developed by using three legal tools (‘keys’). The first key, general civil law, provides (more or less advanced) conceptual thinking on subjects such as representative authority, legal personality, transfer of property under a general title of succession, joint and several liability, joint ownership and separate funds. The other two keys are Dutch partnership law (as developed and proposed so far) and comparative law (France, Germany, England). A common thread in the analysis and recommendations made is a desire to provide people with a maximum of organisational freedom, whilst respecting the principle of proportionality. Together, the recommendations made form a unique code (key) to modernisation.

The focus in this summary is on the comparative law aspects of this thesis and the recommendations made by the author.