Month: May 2006

Only a minor set-back in the fight against terrorism The May 2004 ‘Passenger Name Records Agreement’ between European Union and United States authorities has been nullified by the European Court of Justice today because it lacks adequate legal basis. The nullification of the agreement is based on a legal technicality: its subject-matter fell outside the… Continue reading PASSENGER NAME RECORDS AGREEMENT HAS BEEN NULLIFIED BY THE EUROPEAN COURT

In doing business trust is a necessary element One (Donald Trump) is famous, built an empire (a.o. the famous ‘Trump towers’) and can be seen on various TV channels around the world and throughout the week, the other (me) is an attorney practising law in a rather remote area (a small island in the Caribbean… Continue reading DONALD TRUMP OR KAREL FRIELINK: WHO WOULD YOU TRUST MORE?

Any change of control requires the Central Bank’s approval Banks domiciled in the Netherlands Antilles are subject to supervision based on the National Ordinance Supervision Banking and Credit System (‘Landsverordening Bank- en Kredietwezen’). Any change of control regarding such bank, either direct or indirect, requires the prior approval of the Netherlands Antilles Central Bank. The… Continue reading ACQUIRING SHARES IN THE CAPITAL OF A NETHERLANDS ANTILLES BASED BANK

Transfer tax and ground tax According to the Netherlands Antilles Transfer Tax Ordinance (‘Overdrachtsbelastingverordening 1908’), transfer tax is in general levied from deeds and/or judgments of transfer of real estate (property) which are situated within the Netherlands Antilles. Also the creation or ceding of a right in rem, for example a long leasehold (‘erfpachtsrecht’), is… Continue reading TAXATION OF REAL PROPERTY IN THE NETHERLANDS ANTILLES

Shareholders have much freedom to organize their company the way they want Contrary to what one might expect, the Antillean public limited liability company (‘NV’) and private limited liability company (‘BV’) do not resemble the Dutch NV and BV. They are completely new, contemporary and revolutionary entities with unprecedented possibilities. The main object of the… Continue reading THE GENERAL MEETING OF SHAREHOLDERS IN THE NETHERLANDS ANTILLES

Ordinary negligence does not constitute liability Shareholders of a Netherlands Antilles public limited liability company (‘NV’) or private limited liability company (‘BV’) may choose between the English/American one-board (or one-tier) system and the traditional continental European two-tier system. In the one-tier system there is just one corporate body consisting of both executive and non-executive members.… Continue reading LIABILITY OF SUPERVISORY DIRECTORS IN THE NETHERLANDS ANTILLES

The judge may order third parties to disclose documents On August 1, 2005, the new code on civil procedure (the ‘Code’) became effective. According to Section 142 par. 1 of the Code, the court may, upon request of one of the parties, order a third party to provide information and to produce documents (including electronic… Continue reading THIRD PARTY DISCOVERY PROCEEDINGS IN THE NETHERLANDS ANTILLES

It is not possible to directly issue bearer shares On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code) became effective. Since that date it is no longer possible to (directly) issue bearer shares. Also, a ‘deed of issuance’ is required: this instrument must be signed by the company… Continue reading BEARER SHARES AND THE LAWS OF THE NETHERLANDS ANTILLES

The last option to be taken? In case of a conflict between majority and minority shareholders in a Netherlands Antilles corporation there is a possibility to effectuate a splitting up of the parties by dividing the corporation into two (or more) corporations by a so-called legal division. Division is either absolute or partial with a… Continue reading CONFLICTS BETWEEN SHAREHOLDERS AND LEGAL DIVISION UNDER THE LAWS OF THE NETHERLANDS ANTILLES

  Business relationships can be created and developed through the internet. I’m using Ecademy for business networking. Why? Ecademy provides business people around the world with: Trusted business introductions and referrals Advertising for your business across the globe Employees, partners, suppliers and customers Admission to networking events around the world Unique tools on the website to build… Continue reading NETWORKING: ATTORNEYS DO IT TOO

The minimum amount must be at least US$ 50,000 Investment funds that offer their participating interests only or also to natural persons and/or legal entities considered by the Netherlands Antilles Central Bank to have comparable skills and competency as professional parties to form their own balanced opinion about the offer being made, may in individual… Continue reading HIGH DENOMINATION DISPENSATION FOR NETHERLANDS ANTILLES-BASED INVESTMENT FUNDS