DUTCH CARIBBEAN LAW REGARDING CORPORATE AUTHORITY

Trade Register should be checked

Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (NV or BV). In the event of the corporation having several managing directors, any managing director shall be competent, insofar as not otherwise provided by the articles of association. The articles of association may also grant other officers, to be designated by or pursuant to the articles, representative authority, whether or not together with the managing directors.

Under the Netherlands Antilles Corporate Code, Book 2 of the Civil Code, transactions with third parties that violate either the law or any limitations on the transactional powers of the board of directors of a corporation are not enforceable against the corporation if the limitations are properly disclosed at the trade register.

If one wants certainty as to whether a director of an NV or BV acts within his authority, one should also inspect the articles of association in order to determine whether any limitations apply to the management’s authority. All documents filed by a corporation with the trade register of the Chamber of Commerce are available for public inspection, including but not limited to, the articles of association.

Karel Frielink
Attorney (Lawyer) / Partner

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