Karel's Legal Blog

The Joint Court is the forum of choice for corporate disputes
As per January 1, 2012 the amended Corporate Code (Book 2 Civil Code) of Curacao entered into force. The new legislation introduces a so-called inquiry procedure for, amongst others, limited liability companies. The inquiry procedure (a.k.a. investigation proceedings) can result in a court ordered investigation [...]

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Letter to the editor of The Daily Herald
Dear Editor,
According to Leroy de Weever (DP), he doesn’t need a Corporate Governance Council to come tell him how to do his job. He wants to disband the Corporate Governance Council as soon as possible.
Corporate governance rules were designed to protect companies from politicians, in particular from the [...]

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The Curacao Civil Code provides for a simplified merger procedure
The acquisition of a business enterprise may take place through the purchase of shares (take-over), the purchase of assets and liabilities or a legal / statutory merger. The Curacao Legal Code on corporate and other legal persons contains detailed provisions for mergers of companies limited by [...]

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The right form for small businesses
Until March 1, 2004 only manager managed companies were known. According to the current Curacao Civil Code, the articles of a company may provide that such company be a member managed company, which is a company without a board of directors. The shareholders (members) are then in charge of the [...]

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A Private Foundation can be used for tax planning and asset protection
The Curacao Private Foundation was introduced by the National Ordinance Regarding Foundations as published on October 31, 1998. Since March 1st, 2004, these rules are laid down in Book 2 of the Curacao Civil Code.
The Private Foundation possesses corporate personality but does not have [...]

Filed under: Corporate by Karel.Frielink
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Stricter rules for large companies
Under Curacao law the annual accounts of limited liability companies which do not qualify as so called large companies, need to be prepared in accordance with generally accepted standards and shall provide sufficient insight as to enable a sound judgment to be formed regarding the assets and the results and, to [...]

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Discharge is not bankruptcy proof
The Civil Codes of Curaçao, Sint Maarten and Bonaire do not contain provisions specifically dealing with discharging managing directors from liability. Neither is there conclusive Dutch Caribbean case law available yet.
Managing directors of a limited liability company (NV or BV) can be discharged from their liability towards the company. Managers can [...]

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Independent supervision should be mandatory for government-owned entities
It has been my opinion for many years already that government-owned companies should be kept out of the political sphere as much as possible, so that they may benefit from a commercial, businesslike and market-oriented management. In doing so they also run less of a risk of being [...]

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Concerns about additional authorities Ministers
  
Karel Frielink, attorney and partner at Spigthoff Attorneys at Law and Tax Advisers, is concerned about the additional authorities which cabinet-members have appropriated over government NV’s.
According to Frielink, who is also President of the Bar Association, these extra authorities increase the chance of ‘political influencing, favoritism and other forms of abuse’ [...]

Filed under: Corporate by Karel.Frielink
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The management board is in charge
The shareholders have the authority to determine the general policy of a Dutch Caribbean NV or BV. The shareholders may give instructions to the management board with respect to the general direction of the financial, social, economic and personnel policies of the corporation.
However, the shareholders cannot give detailed instructions to [...]

Filed under: Corporate by Karel.Frielink
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