Karel’s Legal BlogLOOKING FOR AN ATTORNEY / LAWYER / TAX ADVISER IN THE NETHERLANDS ANTILLES OR ARUBA?
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 scope […]
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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 Sea), […]
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The government continues to improve the system
Since the Financial Action Task Force (FATF) evaluation in 1995, Aruba has passed new legislation and undertaken a number of other measures aimed at strengthening its anti-money laundering system. In February 1996, the Reporting Ordinance and the Identification Ordinance came into effect. Following the passage of these measures, the […]
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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 management of […]
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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 being […]
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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 legislator […]
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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. In the […]
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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 documents). […]
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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 and […]
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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 hive-off. Absolute […]
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