CROSS BORDER CONVERSION AND MERGER (part 5)

Aruba

Aruba has already been ‘a foreign country’ for quite some time compared with Curacao for instance. After Aruba left the Netherlands Antilles, a transfer of seat to or from the Netherlands Antilles was no longer possible. If there was a desire to transfer the seat of a company registered in Aruba to Curacao or the other way around, this had to be done via a detour for instance first a transfer of seat to the Cayman Islands and then a transfer through to Curacao or Aruba respectively.

On 1 January 2009 the company with limited liability (VBA) was introduced into Aruba. Article 66 of the VBA Ordinance provides for the possibility of a cross-border conversion of a foreign legal entity into a VBA. And Article 67 of the VBA Ordinance provides for the cross-border conversion of a VBA into a foreign legal entity. This arrangement does not apply to the Aruba NV but this Aruba NV can be converted into a VBA in order to be then cross-border converted into a foreign legal entity. The other way around a foreign legal entity can in the end become an Aruba NV

With regard to the cross-border conversion Article 38 paragraph 4 of the Charter prevents this being done within the Kingdom of the Netherlands. (To be continued)

Karel Frielink
Attorney (Lawyer) / Partner

(8 March 2013)

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