TRANSFER OF STATUTORY SEAT WITHIN THE KINGDOM OF THE NETHERLANDS
A remedy against extraordinary events
Upon the occurrence of certain extraordinary events, such as war, or immediate danger of war, or a revolution, a transfer of seat of a company is possible to other parts of the Kingdom, i.e., the Netherlands and Aruba (Act on Voluntary Transfer of Seat; ‘Rijkswet vrijwillige zetelverplaatsing van rechtspersonen’). The transfer of seat has the legal effect that the Netherlands Antilles company, an NV or BV, becomes a Dutch company, again an NV or BV, or an Aruban company.
The procedure for this transfer of seat basically involves an amendment to the articles. In the event of a Netherlands Antilles-based company, a transfer of seat requires the approval of the Minister of Justice in the Netherlands Antilles. The approval is required prior to the execution of the transfer of seat deed, but may be granted conditionally, i.e. subject to the occurrence of an event.
The alternative to the approval procedure is a confirmation by the Minister of Justice of the Netherlands or Aruba, as the case may be, that an extraordinary event has occurred. This judgment as to whether or not approval should be given lies within the discretionary power of such Minister of Justice.
Karel Frielink
Attorney (Lawyer) / Partner
