No specific requirements

Under Netherlands Antilles law, no specific requirements exist regarding the purchase of shares in a Netherlands Antilles offshore company by a foreign company. The Netherlands Antilles do not have any anti-trust regulations.

In the Netherlands Antilles there are no statutory requirements preventing the sale of one or all of the shares issued and outstanding or requiring any form of governmental authority license or registration in connection therewith.

Regarding bearer shares, no transfer deed is required as far as Netherlands Antilles law is concerned. Bearer shares are transferred by surrendering share certificates. The transfer of ownership is thus accomplished simply by the transfer of the certificate.

Regarding registered shares, a share transfer deed has to be entered into between the transferor and transferee. In addition, for a duly transfer of the shares either this deed should be served on the company or the transfer of shares should be acknowledged by the company. The latter can easily be done by the company by co-signing the transfer deed for acknowledgement. The directors of the company have the statutory obligation to update the shareholders register.

According to Netherlands Antillean corporate law, in principle shares are transferable. However, there is one exception. The articles of association may exclude or limit the transfer of registered shares.

In order to qualify for a business license and a foreign exchange exemption (also in the future), the company should have at least one local managing director or a local representative. If a board member or local representative would be appointed in stead of the current local managing director, a new business license and exemption should be applied for.

Karel Frielink
Curacao-based Attorney (lawyer) / Partner

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