Rights and obligations must be known at all times

Section 2:14 subsection 1 of the Curaçao Civil Code (‘CCC’) provides that every director of a legal entity (NV, BV, foundation or association) is obliged towards the legal entity to perform the duties properly within the sphere of his activities. If there is only one director, the sphere of his activities covers all the duties.

Section 2:15 subsection 1 CCC provides that the management board is obliged to keep accounts of the financial position of the legal entity and of everything with regard to the activities of the legal entity, according to the requirements arising from these activities, in such a way and to retain the books, records and other information carriers related to this administration in such a way that at all times the rights and obligations of the legal entity can be ascertained. The obligation to keep accounts of a legal entity therefore rests on the management board.

In addition to this in subsection 2, notwithstanding the provisions elsewhere in law, the management board is obliged every year within eight months after the end of the financial year to prepare and put on paper annual accounts, at least consisting of a balance sheet and a statement of income and expenses.

Karel Frielink
Attorney (Lawyer) / Partner

(6 March 2014)


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