Comparable with a constitution

The articles of association of a Curaçao company (a public [NV] or private [BV] limited liability company) are somewhat comparable with a constitution or state regulations: the articles of association comprise – like the law, but also additionally to the law and, where permitted, unlike the law – the rules of play (rights, obligations and powers) to which all the organs of the company (managing board, supervisory board, shareholders’ meeting) and the members of those organs must adhere or on which they can rely.

The law of Curaçao does not prescribe that a special (or qualified) majority is obligatory for the amendment of the articles of association of an NV or BV. Nor is a quorum required. Thus the law allows it to be laid down in the articles of association that a resolution to amend the articles can be passed by an absolute majority (without a quorum being required).

Whether an absolute majority is desirable for an amendment of the articles (without a quorum being required) cannot be answered in general terms. The answer can differ for each company. We shall therefore discuss here certain aspects that can be weighed up in making a decision.

I would remark in passing that it has long been customary in practice to prescribe a qualified majority in the articles of association at least for the resolution to amend the articles and the resolution to dissolve the company. (To be continued)

Karel Frielink
Attorney (Lawyer) / Partner

(9 October 2013)

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