Month: July 2007

Each year financial statements must be drawn up Each year, within eight months after the lap of the fiscal year, financial statements have to be drawn up: a balance sheet, a profit and loss statement and an explanatory note. Such statements have to be presented to the annual Meeting of Shareholders for adoption. The statements… Continue reading DUTCH CARIBBEAN REPORTING REQUIREMENTS FOR CORPORATIONS

No separate body for management purposes The Netherlands Antilles corporate code contains provisions with respect to the member-managed limited liability company. This form of the BV does not have a separate Board of Directors. The shareholders together will act as such Board, making the decision process much easier. In a shareholders’ agreement, the shareholders may… Continue reading THE DUTCH CARIBBEAN MEMBER-MANAGED COMPANY

The NV and BV The Netherlands Antillean NV (public limited liability company) or BV (private limited liability company) can be established in a form that  resembles what a foreign shareholder encounters in his own legal system: the NV or BV can, for example, be organized like a Dutch NV, a Delaware corporation, a BVI company… Continue reading TWO FAMOUS DUTCH CARIBBEAN ENTITIES

Almost identical concepts Netherlands Antilles law provides two possible scenarios for the transfer of the corporate seat of a company: so-called ‘conversion’ of the Netherlands Antilles company (to a company in a foreign jurisdiction) on the basis of several provisions in the Netherlands Antilles Civil Code, or  transfer of the corporate seat on the basis… Continue reading CONVERSION AND TRANSFER OF STATUTORY SEAT UNDER THE LAWS OF THE DUTCH CARIBBEAN

Watch your lessee A lessee may not continue occupancy after the term of the lease has expired. However, Netherlands Antilles Law prescribes that in the event a lessee continues occupancy after the term of a (written) lease agreement has expired, the parties are deemed to have entered into a new lease agreement on the basis… Continue reading CERTAIN ASPECTS OF LEASE AGREEMENTS UNDER THE LAWS OF THE DUTCH CARIBBEAN

ABN AMRO Bank didn’t need shareholder approval Today the Dutch Supreme Court (‘Hoge Raad’) ruled that ABN AMRO Bank didn’t need shareholder approval to sell its U.S. subsidiary LaSalle to Bank of America. Subsequently, the Supreme Court overturned the decision of the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’) and dismissed the request for any interim… Continue reading SUPREME COURT DECISION IN ABN AMRO BANK (LASALLE) CASE

True identity of customers must be established Due diligence has to be performed by administrators and self-administered investment institutions on the (prospective) investors of the (self-) administered investment institution. Investment institutions have the obligation to determine the true identity of their (prospective) investors, including where applicable the (ultimate) beneficiaries of their investors that are legal… Continue reading KNOW YOUR CUSTOMER RULES FOR ADMINISTRATORS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

In most cases a license is required An investment institution is either an investment company or an investment fund, according to the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’, the “NOSIIA”). An investment company is the body corporate that raises or has obtained pecuniary means or… Continue reading INVESTMENT INSTITUTIONS AND THE NETHERLANDS ANTILLES

Trust companies render management services Supervision of trust companies is dealt with in the National Ordinance on the Supervision of Trust Service Providers 2003 (‘Landsverordening toezicht trustwezen’, the ‘NOST’). Supervision of trust companies (a.k.a. fiduciairy or company service providers) falls in the category integrity supervision and not in the category prudential supervision. The supervisor is the… Continue reading SUPERVISION OF TRUST COMPANIES IN THE NETHERLANDS ANTILLES