THE GENERAL MEETING OF SHAREHOLDERS 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 legislator was flexibility and maximum freedom of organization and presentation. Accordingly, the Corporate Act (Book 2 Civil Code) contains few mandatory provisions, such as provisions relating to the interests of creditors and minority shareholders.
This legislation gives shareholders far more freedom to organize their company than in the past. There can be voting shares, non-voting shares and shares with restricted voting rights, meaning they either do or do not or only partially carry the right to vote on corporate ‘policy’. Shares can have a par value. If shares have a par value, this may differ per category of shares. Also, the par value can be expressed in one or more foreign currencies.
General meetings of shareholders of a Netherlands Antilles corporation are held in the Netherlands Antilles on the Island where the corporation is domiciled. The articles of association may provide that such meetings be held outside the Netherlands Antilles, unless it concerns a so-called ‘large company’.
Every shareholder and every holder of voting rights has the right to attend and address a general meeting in person or to be represented by a person holding a written proxy. Unless the articles provide otherwise, one vote may be cast for every share. The articles may provide that certain voting rights are limited to certain specific issues only. The articles of association may require the persons who wish to attend and address the shareholder’s meeting to notify the managing board of the company of such intention at least three days prior to the meeting.
The agenda of the shareholders’ meeting is determined by the party convening the meeting. In principle, such meetings are convened by the managing board or one of its members. During a meeting, resolutions on items not properly placed on the agenda cannot be adopted in a legally valid manner unless carried by a unanimous vote and provided that all shareholders are present or represented.
Karel Frielink
Attorney (Lawyer) / Partner
