CAN A FOREIGN COMPANY BUY SHARES IN A DUTCH CARIBBEAN COMPANY?
Generally speaking: yes
Under Netherlands Antilles law, no specific requirements exist regarding the purchase of shares in a Netherlands Antilles offshore company by a foreign company. The Netherlands Antilles do not have any anti-trust regulations.
In the Netherlands Antilles there are no statutory requirements preventing the sale of one or all the shares issued and outstanding or any requirements in the form of governmental license or registration. Certain restrictions apply however, if the target company is a bank or insurance company.
According to Netherlands Antillean corporate law shares are transferable, in principle. However, there is one exception. The articles of …
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THE GENERAL PENSION FUND OF THE NETHERLANDS ANTILLES
The APNA is subject to supervision
The General Pension Fund of the Netherlands Antilles (‘Algemeen Pensioenfonds van de Nederlandse Antillen’; the “APNA”) is governed by its own State Ordinance (‘Landsverordening Algemeen Pensioenfonds van de Nederlandse Antillen’; “SOAPNA”).
The APNA is subject to supervision by the Netherlands Antilles Central Bank and, as far as the annual financial statements, amongst other things, are concerned it is subject to supervision by the General Auditor’s Office a.k.a. General Chamber of Audit (‘Algemene Rekenkamer’). The General Auditor’s Office audits government and government related activities, including government owned companies.
Netherlands Antilles pension funds are obliged to …
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PREJUDICED INTERESTS OF MINORITY SHAREHOLDERS IN THE DUTCH CARIBBEAN
A minority shareholder may force the company to take-over his shares
Article 2:251(1) Netherlands Antilles Civil Code reads as follows: “A shareholder of registered shares, whose rights or interests are prejudiced to such an extent, by the conduct of the company or one or more co-shareholders, that a continuation of his shareholding cannot reasonably be required of him, may institute a claim against the company for withdrawal, demanding that his shares be acquired against payment in cash”.
This provision may only be successfully triggered in exceptional circumstances. This could be the case if the company or co-shareholders have a structural policy …
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