STEP CONFERENCE CURACAO – MARCH 12 AND 13

Curacao; The New Midshore Reality

Set to run March 12 & 13th 2015 at the Santa Barbara Resort and Hotel Curacao, the theme will be “Curacao; The New Midshore Reality” and is aimed at generating a lively debate with industry professionals of both local and international allure, about future products and service models for our industry. The conference is expected to be visited by 200+ delegates from the regions Latin America, Europe, Canada and the US.

It is a joint effort of STEP Curacao, the Curacao International Financial Services Association (CIFA) and Curacao International Financial Center (CIFC)

Key Note Speaker …
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04
Mar 2015
CATEGORY

Various

COMMENTS No Comments

GOVERNMENT-OWNED COMPANIES

Opposing views on political influence

Few people would argue that the rules issued by the state (government) must also be correctly and strictly observed by that same state. It cannot be well conceived that, for example, the police and Public Prosecutor’s Office (as instruments of the state) should be allowed to violate the law with impunity.

Though there may be very different opinions about the nature and the role of the state (particularly from a philosophical and jurisprudential viewpoint), here we address the question of how we should consider government-owned companies, and in particular, what level of influence the government …
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17
Feb 2014
CATEGORY

Corporate

COMMENTS No Comments

THE INCORPORATION OF A CURACAO LIMITED LIABILITY COMPANY

Incorporating an NV or BV is not a hassle

The act on corporate law (Book 2 Curaçao Civil Code) governs the NV (‘public limited liability company’) and BV (‘private limited liability company’). These companies can be used for group finance or holding activities, (international) joint-ventures, funds, structured finance, as a Curaçao Trust and for “plain-vanilla” (local) activities.

A notarial deed is required for the formation of an NV or BV and for any amendment to articles of association (a.k.a. articles of incorporation). Formation can however, be very quick (within one or two days if necessary) and does not require many …
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14
Feb 2014
CATEGORY

Corporate

COMMENTS No Comments

IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (I)

Liability of the 2nd degree director

Under Section 2:17 subsection 1 of the Curaçao Civil Code, the liability of a legal entity as a director of another legal entity (the direct or 1st degree director) also rests jointly and severally on each person who at the time this liability arose for the legal entity was its director (the indirect or 2nd degree director). It applies to this indirect director as it applies to the direct director that he will not be liable if he can prove that he cannot be blamed for the improper performance of duties, also considering his …
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04
Sep 2013
CATEGORY

Corporate

COMMENTS No Comments

CURACAO & PRIVATE CLIENTS: A PRACTICAL (TAX) LAW GUIDE

The law and leading lawyers worldwide

Spigt Dutch Caribbean contributed to this years edition of the PLC Practical Law Guide for Private Clients. Click here for the Curacao chapter and visit PLC for the full guide.

Practical Law Company (PLC) is the leading provider of legal know-how, transactional analysis and market intelligence for lawyers. PLC works closely with law firms and in-house law departments to provide innovative and practical solutions in know-how, technology and practice development.

Karel Frielink

(19 March 2013)

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19
Mar 2013
CATEGORY

Tax

COMMENTS No Comments

ORDER OF THE COMMON APPEAL COURT OF CURACAO CONCERNING THE RIGHT TO INSTITUTE AN INQUIRY

The Appeal Court has taken several fundamental decisions

On 5 March 2013 the Common Court of Justice of Aruba, Curacao, Sint Maarten and of Bonaire, Sint Eustatius and Saba (case: Ghis 55769 – HAR 28/12) issued an order in connection with inquiry proceedings. This order contains three major considerations.

The right of legal entities (including public limited companies [NV] and private companies with limited liability [BV]) to institute an inquiry was introduced in Curacao on 1 January 2012. Almost immediately after this introduction an application for instituting inquiry proceedings was submitted to the Appeal Court. The facts …
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07
Mar 2013
CATEGORY

Corporate

COMMENTS No Comments

BESCHIKKING INZAKE ENQUETERECHT GEMEENSCHAPPELIJK HOF CURACAO

Het Hof neemt enkele principiële beslissingen

Op 5 maart 2013 heeft het Gemeenschappelijk Hof van Justitie van Aruba, Curaçao, Sint Maarten en van Bonaire, Sint Eustatius en Saba (zaak: Ghis 55769 – HAR 28/12) een beschikking in het kader van een enquêteprocedure gegeven. Drie belangrijke overwegingen worden hier genoemd.

Het enquêterecht voor rechtspersonen (waaronder naamloze en besloten vennootschappen) is in Curaçao op 1 januari 2012 ingevoerd. Vrijwel direct na de invoering is een enquêteverzoek bij het Hof ingediend. De feiten die aan dat verzoek ten grondslag zijn gelegd hebben betrekking op de jaren voorafgaande aan de invoering van het enquêterecht. …
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05
Mar 2013
CATEGORY

Corporate

COMMENTS No Comments

LECTURE ON GOOD CORPORATE GOVERNANCE

Looking back on the future: the further development of corporate governance in Curaçao

A seminar on Checks and Balances in Corporate Governance on Curacao, was held on Thursday February 21st, 2013. More than 125 interested managing directors, supervisory directors, lawyers, accountants and other participants were in attendance.

The seminar was organized by the Board of financial supervision (College financieel toezicht – Cft), the Foundation Bureau for Supervision and Standardization Government Entities (Stichting Bureau Toezicht en Normering Overheidsentiteiten – SBTNO) and the Dutch Caribbean Accountants Association (DCAA). I had the honor to speak on the present and future of the Corporate …
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28
Feb 2013
CATEGORY

Corporate

COMMENTS No Comments

INADEQUATE CAPITALIZATION OF A CURACAO COMPANY

Liability for thin-capitalization?

A shareholder is not personally liable for acts performed in the name of the company and is not liable to contribute to losses of the company in excess of the amount which he must pay to the company as contribution for his shares.

In terms of ‘piercing the corporate veil’, thin or inadequate capitalization usually means capitalization that is not in proportion to the nature of the risks the business of the corporation necessarily entails; in other words it is based on likely economic needs rather than legal requirements. In almost all jurisdictions, undercapitalization as such is …
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16
Aug 2012
CATEGORY

Corporate

COMMENTS No Comments

GOVERNMENT AND CORPORATE GOVERNANCE (V)

Government drafted model articles of association

The first model articles of association date from March 15, 2011.

For criticism see: K. Frielink, Visie Land op overheids-NV’s verkeerd [Vision Country on government-owned NVs incorrect], Antilliaans Dagblad 15 April 2011, p. 16 and M.L. Alexander, F.B.M. Kunneman, L.G. Santine and R.J. in ’t Veld, Modelstatuten ten sterkste afgeraden [Model articles of association strongly discouraged], Antilliaans Dagblad 20 September 2011, p. 14-15. See also K. Frielink, Stop politieke benoemings- en ontslagcarrousel [Stop politicial appointment and dismissal merry-go-round], Antilliaans Dagblad 14 September 2010, p. 14-15.

In the meantime, the models for …
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21
Jun 2012
CATEGORY

Corporate

COMMENTS No Comments

GOVERNMENT AND CORPORATE GOVERNANCE (IV)

Code Corporate Governance Curacao

On January 1, 2010, the National Ordinance regarding corporate governance came into effect. Based on this the Code Corporate Governance Curacao came into being, that also came into effect on January 1, 2010. In it, reference is still made to the Executive Council and the island territory of Curacao, but as from October 10, 2010 these are understood to mean the government of Curacao and the Country Curacao.

The National Ordinance does not only undertake to establish a corporate governance code, but also to implement the Code in the government-owned companies. In 2011, this implementation obligation …
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14
Jun 2012
CATEGORY

Corporate

COMMENTS No Comments

GOVERNMENT AND CORPORATE GOVERNANCE (III)

The government is not automatically an ‘ordinary’ shareholder

It is obvious that in a small community such as that of Curacao, with only a limited choice when it comes to directors and supervisory directors to be appointed, and in which (family, social) networks seem to play an important role in making choices, there is a field of tension. It is even more important therefore that government has a clear vision regarding its shareholdership and that there are good and transparent procedures, e.g. regarding the appointment of directors and supervisory directors.

Does the obligation exist for the government to, briefly stated, …
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07
Jun 2012
CATEGORY

Corporate

COMMENTS No Comments