CONVERSION OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY

An NV may be converted into a BV and vice versa

The Netherlands Antilles Civil Code provides for an NV to be converted into a BV and vice versa. Conversion does not terminate the existence of the legal entity.

Conversion requires a resolution. A resolution to convert and to amend the articles has to be adopted, if only to satisfy similar requirements as for a resolution to amend the articles. The conversion shall become effective by execution of a notarial deed of conversion, and said deed must contain the new articles of association.

A conversion balance sheet must be attached to the notarial deed of conversion. The net equity of the company may not be shown to be negative. If the company into which the legal entity is converted has a nominal capital, then the net equity may not be lower than such nominal capital. The conversion balance sheet must relate to a date no earlier than one month prior to the date of the deed of conversion. The conversion balance sheet must be signed by all managing directors and supervisory directors.

After the conversion, shareholders, usufructuaries and pledgees may not exercise the rights attached to a share until they have been registered in the shareholders register. To the extent that bearer share certificates are issued, no record shall be kept except against surrender of such share certificates to the company.

The civil law notary who executes the deed establishing the conversion must register an authentic copy of the deed and its attachments in the trade register. Finally, the notary must publish notification of the conversion of the legal entity as soon as possible in the Government gazette.

Karel Frielink
Attorney (Lawyer) / Partner

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