THE DUTCH CARIBBEAN MEMBER-MANAGED COMPANY
No separate managing board
Until March 1, 2004, in the Netherlands Antilles only manager-managed companies existed. According to the current Corporate Act, the articles of association may provide that a company shall be a member-managed company, i.e. a company without a board of directors.
In a member-managed company, the shareholders (members) are in charge, including the company’s day-to-day affairs. The member-managed company is for smaller companies, e.g. family businesses, with only one or a few shareholders.
The designation of a limited liability company as either a member-managed or a manager-managed company is important because it defines who are agents and have the apparent authority to bind the company. In a member-managed company, the members have the agency authority to bind the company. Members possess actual authority by implication unless the actual authority is restricted in the Corporate Act, the articles of association or the shareholders’ agreement. The designation of a company as a member-managed company requires the express consent of all shareholders entitled to vote.
In a shareholders’ agreement, the shareholders (members) and the company may further lay down the manner in which they will manage the company, the allotment of duties which will apply in respect thereof and the remuneration and the manner in which decisions will be taken.
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
