Month: March 2006

It is not necessary that a share shares in the profits of a company It is not necessary to give all shares a right to share in the profits. If shares have a par value, it is obvious that the right to share in the profits is related to that value. If there are shares… Continue reading PROFIT RIGHTS UNDER NETHERLANDS ANTILLES LAW

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. There can be voting shares, non-voting shares and shares with restricted voting rights. Shares can have a… Continue reading THE CAPITAL STRUCTURE OF NETHERLANDS ANTILLES COMPANIES

Unprecedented possibilities The Netherlands Antilles Corporate Act, in force as of 1 March 2004, shows a bold new approach to Netherlands Antilles corporate law as such. One striking aspect is that this legislation gives shareholders far more freedom to organize their company than in the past: * shareholders of a public limited liability company (‘NV’)… Continue reading FREEDOM OF CHOICE UNDER NETHERLANDS ANTILLES CORPORATE LAW

Tax and other issues should be considered What are the choices for a businessman under the laws of Netherlands Antilles for the establishment of a business venture? The choices are: – sole proprietorship (‘eenmanszaak’) – a general partnership (‘vennootschap onder firma’) – a limited partnership (‘commanditaire vennootschap’) – a limited liability company, either private or… Continue reading THE CHOICE BETWEEN A PARTNERSHIP AND A COMPANY IN THE NETHERLANDS ANTILLES

An insurance to protect employees against the financial consequences of sickness The National Ordinance Sickness Insurance covers the sickness insurance of employees and certain relatives. The employees that do earn more than the maximum wage as mentioned above are not ensured. The premium for the employee and his family is calculated based on a percentage… Continue reading NATIONAL ORDINANCE SICKNESS INSURANCE OF THE NETHERLANDS ANTILLES

An insurance to protect employees against the financial consequences of accidents The National Ordinance Accident Insurance (‘OV’) contains rules about the insurance of employees against occupational accidents. Among others the OV regulates the right of the employee to medical treatment and nursing care, financial allowances for occupational disability, the premiums that have to be paid… Continue reading NATIONAL ORDINANCE ACCIDENT INSURANCE OF THE NETHERLANDS ANTILLES

Certain requirements must be met Pursuant to the Netherlands Antilles Civil Code (article 6:127 et seq), the authority to set-off (‘verrekeningsbevoegdheid’), exists if (i) the receivable and the debt (a) are between the same parties and correspond with each other (‘aan elkaar beantwoorden’) and (b) fall in the same estate (‘vermogen’) at both ends and… Continue reading SET-OFF UNDER THE LAWS OF THE NETHERLANDS ANTILLES

The principle of territoriality has been adopted There is no Netherlands Antilles legislation prescribing the effects in the Netherlands Antilles of a foreign bankruptcy. The Supreme Court (‘Hoge Raad’) in the Hague, the Netherlands, being the Supreme Court for not only the Netherlands, but also Aruba and the Netherlands Antilles, has adopted the territoriality principle… Continue reading CROSS-BORDER BANKRUPTCY AND THE LAWS OF THE NETHERLANDS ANTILLES

An expatriate enjoys certain tax advantages The Expatriates rules are defined in the Expatriates Decree 1998. An Expatriate is an employee in an employer – employment relationship that immediately and prior to his employment in the Netherlands Antilles, has lived abroad during a continuous period of at least five years. If all conditions for the… Continue reading BEING AN EXPATRIATE IN THE NETHERLANDS ANTILLES

The Actio Pauliana is centuries old The so-named ‘actio Pauliana‘ enables both third parties and the trustee in bankruptcy to nullify legal acts that would prejudice their ability to find assets against which to take recourse. The requirements are the following: (a) a legal act performed by the debtor; (b) the debtor was not obliged… Continue reading FRAUDULENT CONVEYANCE UNDER THE LAWS OF ARUBA

Does the company still exist? Suppose you obtain an extract from the Aruban Chamber of Commerce regarding your company. Although the extract mentions that ‘the company is discontinued since December 30, 2005′ you actually know that it is still alive and kicking. The following serves as a clarification of this somewhat confusing situation. The company… Continue reading YOUR COMPANY HAS BEEN DE-REGISTERED IN ARUBA

The recognition and enforceability of foreign judgments in the absence of a treaty In the absence of an applicable treaty between a foreign country (for example the U.S.) and Aruba, a judgment rendered by a U.S. court, will not be enforced by the court of Aruba. In order to obtain a judgment which is enforceable… Continue reading U.S. JUDGMENTS AND ARUBA