Extract and Articles are of importance

Limited liability companies like the Curaçao NV or BV are legal entities. Whether or not a managing director has the authority to validly represent a company can be derived from the extract from the Trade Register of the Chamber of Commerce of Curaçao together with the articles of association of the company.

However, it could be the case that the company has further regulations from which representation limitations follow. This should be assessed on a case by case basis.

A counterparty may rely on a written statement from the board of managing directors or on a written statement from a single managing director addressed to the counterparty that such company will not invoke one or more of the restrictions that apply with respect to the authority to represent the company.

The board of managing directors, in its relationship with the counterparty, is obliged – at the request of the counterparty – to give a definitive answer to the question whether or not restrictions on the authority to represent the company apply and what the nature of such restrictions is. In case a definitive answer is not been given within a reasonable period of time the legal act may be declared invalid by the counterparty, provided that he does so without delay after expiration of the term.

The same applies in case the board of managing directors does not inform the counterparty, within a reasonable term set by the counterparty, that the condition for lifting of the restrictions has been complied with. Each managing director is authorized to provide the counterparty with such written statement.

Karel Frielink
Attorney (Lawyer) / Partner

(26 September 2013)

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