Karel’s Legal BlogLOOKING FOR AN ATTORNEY / LAWYER / TAX ADVISER IN THE NETHERLANDS ANTILLES OR ARUBA?
No minimum capital is required
Concepts like registered, subscribed and contributed capital do not occur in the Netherlands Antilles Corporate Act. Therefore, no minimum capital is required, unless such a requirement is included in the articles of association of an NV or BV. There can be voting shares, non-voting shares and shares with restricted voting rights. [...]
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A government certificate of no objection is not required
For the formation of a Netherlands Antilles NV or BV and for any amendment of articles of association a notarial deed is required. However, the formation can take place quickly (within hours if necessary) and without many other formalities. The founders of the NV or BV determine [...]
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The NV and BV are entities with unprecedented possibilities
On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code; the “Act”) became effective. Contrary to what one might expect, the Antillean NV (public limited liability company) and BV (private limited liability company) do not resemble the Dutch NV and BV. [...]
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Former versus new legislation
Prior to 1 March 2004, the transfer of the registered office of a Netherlands Antilles public limited liability company (NV) was regulated and provided for by the National Ordinance on the transfer of registered office. Pursuant to article 3 (1) (a) of this Ordinance, an NV can transfer its registered office to [...]
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It is advisable to consider a custody term of 20 years
Pursuant to article 42 of the National Ordinance on the supervision of Bank and Credit Institutions 1994 (‘Landsverordening toezicht bank- en kredietwezen’) a credit institution is obliged to, during at least 10 years, keep all letters, records, and data carriers in respect of its business [...]
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The Central Bank of Aruba is the supervisor
Supervision on conducting insurance business is regulated by the Central Bank of Aruba (‘Centrale Bank van Aruba’) in the State Ordinance containing regulations on the supervision of the Insurance Business.
The Ordinance divides the insurance business into life insurance and general insurance. The general insurance business consists of categories [...]
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Know Your Client Principle (KYC)
Based on the recommendations of the Financial Action Task Force (FATF) and the Caribbean Financial Action Task Force (CFATF) on money laundering, the Netherlands Antilles have inter alia implemented two national ordinances:
(i) the National Ordinance Reporting of Unusual Transactions 1996 (’Landsverordening Melding Ongebruikelijke Transacties’); and
(ii) the National Ordinance Identification when Rendering [...]
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At least one general meeting per year must be held
There are no dates determined or location(s) specified for the meetings of the board of directors under Netherlands Antilles law. The articles of association of a company (NV or BV) may determine specific dates and/or specify location(s) for the meeting(s) of the board of directors.
There are [...]
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Bearer shares versus registered shares
There are no legal restrictions as to the transfer of shares of a company. According to corporate law, the articles of association of a company may provide for certain restrictions.
Regarding registered shares, a share transfer deed has to be entered into between the transferor and transferee. In addition, for a duly [...]
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The solicitation of repayable funds is prohibited
The Netherlands Antilles National Ordinance on the supervision of banking and credit institutions 1994 (‘Landsverordening toezicht bank- en kredietwezen’) does not use the term ‘bank’ (other than when referring to the Central Bank of the Netherlands Antilles). It prohibits anyone to engage in the business of a Credit Institution [...]
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