Karel’s Legal BlogLOOKING FOR AN ATTORNEY / LAWYER / TAX ADVISER IN THE NETHERLANDS ANTILLES OR ARUBA?
The articles of association may contain quality-requirements
According to the guidelines for the incorporation and for the amendment of articles of association of Aruban corporations, the articles of association of a limited liability company (‘NV’) may create an obligation to transfer stock in case certain specific circumstances occur - which circumstances have to be specified in […]
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U.S. Limited Liability Company used as model
It is expected that Aruba will introduce a new corporate vehicle on 1 January 2007: the Corporation with Limited Liability (‘vennootschap met beperkte aansprakelijkheid’ or ‘VBA’).
The VBA can be established in a form that resembles what a foreign shareholder encounters in his own legal system: the VBA can, for […]
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Only a supervisory director may represent the same
Aruban law does not entail any provision regarding the representation of supervisory directors of a limited liability company (‘NV’). Also, the representation of managing directors is not specifically laid down in Aruban law.
As the management board and the supervisory board are to a certain extend comparable, and as […]
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Website launched
Curacao’s Private Economic Partnership recently launched its new website: InvestCuracao. Visit the site for information on investment opportunities, investment trends, general information for investors as well as Curacao’s long-term investment strategy.
Also, watch the Curacao Intro Movie (button on the bottom of InvestCuracao’s website) for a fabulous view of Curacao: The Pearl and the Capital of […]
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Can a shareholders’ meeting be held outside Aruba?
According to article 88 of the Code of Commerce of Aruba, shareholders’ meetings must be held in Aruba. Although it could be argued that this rule is pointless as Aruban law allows shareholders to adopt resolutions in writing, and they therefore would not even actually have to meet, […]
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A shareholder must behave reasonably
Shareholders’ liability is of a different nature than directors’ liability. Unlike managing directors and supervisory directors, shareholders of a limited liability company (‘NV’) do not have a contractual or functional relationship with the company and, except for the obligation to pay up their shares, they do not have any duties towards […]
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A general attachment on all assets
The nature of a bankruptcy order is to impose a general judicial attachment on all assets of the debtor for the benefit of all of its creditors. The bankruptcy has as an effect that all individual attachments and foreclosures terminate.
It should be noted that a creditor secured by a mortgage, […]
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The new regime is attractive too
If a Netherlands Antilles based company (NV or BV) is used for foreign business activities one has to realize that such company is in principle subject to the Netherlands Antilles profit tax for income generated wherever in the world because the company has been incorporated under Netherlands Antilles law.
The old […]
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A bankruptcy-remote vehicle can be used in the Netherlands Antilles
A credit linked note (’CLN‘) enables an Investor to purchase and fund an asset with a return linked to the credit risk of the asset itself and an additional credit risk transferred by way of a credit derivative between the issuer (a Special Purpose Vehicle or […]
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Flexibility is the key-word
From a legal point of view, establishing a fund in Curaçao (the Netherlands Antilles) has become very attractive since under new corporate law a limited liability company can be established very quickly and very flexible. Virtually everything is possible with this new legal entity. There is no minimum issued share capital requirement. […]
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