No outbound mergers allowed

According to the laws of the Netherlands Antilles, a limited liability company (NV or BV) may convert to a foreign legal entity provided that under the laws governing such a foreign legal entity the consequence of such conversion shall be the continued existence of the company as a legal entity – in its new legal form. The Netherlands Antilles Corporate Code also allows a foreign legal entity to convert to a Netherlands Antilles legal entity.

The Netherlands Antilles corporate Code does not permit a merger of a Netherlands Antilles company, as the disappearing company, into a foreign legal entity, as the acquiring entity. A cross border-merger is only possible where the Netherlands Antilles company is the acquiring entity. However, in January 2009 a draft of a revised Corporate Code was presented to the Minister of Justice, in which both inbound and outbound mergers are made possible. It is expected that the draft will become law in the course of 2010.

Karel Frielink
Attorney (Lawyer) / Partner


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