ENSURING GOOD CORPORATE GOVERNANCE IN CURACAO
Government (not) at a distance
Spigt Dutch Caribbean contributed to this years edition of the PLC Practical Law Multi-Jurisdictional Guide on Corporate Governance. Click here for the Curaçao Chapter ‘Government-owned companies: ensuring good corporate governance in Curaçao‘ and visit PLC Practical Law for the full guide.
The lawyers and tax advisers of Spigt Dutch Caribbean specialize in corporate law (including commercial law), financial law, tax law and dispute resolution. They advise, litigate and facilitate transactions.
The firm’s clients are local and international corporations, entrepreneurs, financial institutions, investment funds, trust companies, investors …
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CROSS BORDER CONVERSION AND MERGER (part 10)
Legal entities under supervision
So far we have only looked at legal entities not under the supervision of the Central Bank of Curacao and St. Maarten (CBCS). Just a few words about institutions that are under supervision.
The following applies to banks with a registered seat in Curacao for instance. These entities have a license from the CBCS pursuant to the Ordinance on the Supervision of Bank and Credit Institutions 1994 (Landsverordening toezicht bank- en kredietwezen 1994: ‘Ltbk’). The prior consent of the Central Bank is required for each amendment to the articles of association (Article 23 paragraph 1 Ltbk). …
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CROSS BORDER CONVERSION AND MERGER (part 9)
The cross-border merger
We now look at the cross-border legal merger. Before 1 January 2012 the possibility already existed in Curacao that in connection with a merger, a foreign legal entity as the disappearing legal entity could merge with a comparable legal form of Book 2 of the Civil Code on the condition that the law governing that foreign legal entity was not incompatible with the merger and the manner in which it was brought about (Section 2:323a of the Civil Code). This inbound merger possibility still exists.
Since 1 January 2012 it is also possible that a legal entity …
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CROSS BORDER CONVERSION AND MERGER (part 8)
Changes in Curacao as of 1 January 2012
The most important amendment in the Curacao provision with regard to the conversion of an NV or BV into a foreign legal entity (outbound) is that the requirement of the personal notice of liability by managing directors and shareholders has been removed as from 1 January 2012 onwards, except for the case mentioned below. This provision has been replaced by the possibility for creditors or contractual counterparties of the company wishing to convert into a foreign legal entity to lodge an objection on the grounds that they will be prejudiced in their …
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CROSS BORDER CONVERSION AND MERGER (part 7)
The conversion of or into a foundation
If a foreign legal entity wants to be converted into a Curacao foundation (inbound) the Court in Curacao must grant consent (Section 2:303 subsection 2 of the Civil Code). I was unable to find any explanation of this in the Explanatory Memorandums of Book 2 of the Civil Code of 2003 and 2010.
That authorization by the court is required for the conversion of a foundation into another – whether or not foreign – legal form, can certainly be explained (Section 2:306 subsection 2 in conjunction with Section 2:300 subsection 4 of the …
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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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