Month: July 2006

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… Continue reading FORCED SHARE-TRANSFER UNDER THE LAWS OF ARUBA

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… Continue reading ARUBA TO INTRODUCE A NEW LIMITED LIABILITY CORPORATION IN 2007

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,… Continue reading BY WHOM MAY SUPERVISORY DIRECTORS BE REPRESENTED UNDER THE LAWS OF ARUBA?

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… Continue reading SHAREHOLDERS’ MEETINGS AND VIDEO CONFERENCING UNDER THE LAWS OF ARUBA

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… Continue reading SHAREHOLDERS’ LIABILITY AND RESPONSIBILITIES UNDER THE LAWS OF ARUBA

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… Continue reading THE NATURE OF A BANKRUPTCY ORDER IN THE NETHERLANDS ANTILLES AND ARUBA

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.… Continue reading OLD AND NEW CORPORATE TAX REGIMES IN THE NETHERLANDS ANTILLES

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… Continue reading CREDIT LINKED REPACKAGING IN THE NETHERLANDS ANTILLES

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… Continue reading STRUCTURING A CURACAO BASED FUND

Service by mail is not allowed The Kingdom of the Netherlands is a signatory — for the Kingdom in Europe and Aruba, but not the Netherlands Antilles — of the Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, Nov. 15, 1965 (the ‘Convention’). Because the Kingdom of the… Continue reading SERVICE IN THE NETHERLANDS ANTILLES OF FOREIGN JUDICIAL AND EXTRAJUDICIAL DOCUMENTS

The Netherlands Antilles maintains its reputation of pursuing high standards and integrity The Netherlands Antilles Government on a continuing basis is striving to introduce legislation and regulatory regimes in order to enhance its ability to attract quality business, and enable the country to maintain its reputation of pursuing high standards and integrity. Up-to-date legislation combating… Continue reading OVERVIEW ANTI-MONEY LAUNDERING REGULATIONS IN THE NETHERLANDS ANTILLES