Board is centre of gravity

The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. Except for restrictions in the articles of association, the management board is responsible for the management of the BV or NV (private or public limited liability company) and is authorized to represent it.

The management board is the corporation’s centre of gravity. The management board of a Netherlands Antilles corporation combines the functions of executive directors and senior officers in a U.S. corporation, unless the articles provide for a one-tier board. There is no position equivalent to that of chief executive officer. The concept of corporate officers is unknown in Netherlands Antilles corporate law.

Although not explicitly provided in Book 2 of the Netherlands Antilles Civil Code, it is considered a general rule of corporate law that in the performance of its duties, the management board must act in the best interests of the corporation, even when the board acts upon instructions from others (e.g. shareholders).

The management board owes a duty to account for its management to the shareholders’ meeting (and the supervisory board, if any). The duty to account to the shareholders’ meeting is embodied in the duty to draw up and submit the annual accounts and annual report to the shareholders’ meeting. This duty to account is also embodied in the obligation to provide information to the shareholders’ meeting, unless this conflicts with a serious interest of the corporation.

With exception of the annual accounts (and, if applicable, the shareholders’ register), shareholders (as such) are not entitled to inspect other books, records or documents of whatever nature. However, in the course of proceedings involving a  Netherlands Antilles corporation, the Netherlands Antilles court may require, under certain circumstances, the corporation to give the opposite party access to its books, records and documents but only to the extent necessary to pursue the court case.

Karel Frielink
Curacao-based Attorney (lawyer) / Partner

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