Month: November 2005

The nominal value may be expressed in different currencies The Netherlands Antilles Guilder is the official currency of the Netherlands Antilles. In The Netherlands the Euro is the official currency as of 1 January 2002. The nominal value, if any, of shares in the capital of a Netherlands Antilles company (NV or BV) may be… Continue reading THE NOMINAL VALUE OF SHARES IN A NETHERLANDS ANTILLES COMPANY

One share with full value must remain outstanding A Netherlands Antilles company (NV or BV) may only acquire shares in its own capital from third parties as long as the net equity of the company is not negative and will not become negative as a result of such transaction. If the company has a nominal… Continue reading ACQUISITION OF SHARES BY A NETHERLANDS ANTILLES COMPANY

The Supreme Court in The Hague is the highest Dutch court The court of first instance consists of judges who are a member of the Joint High Court of Justice. Each case is handled by one judge. Court sessions take place on Aruba, Curacao, Bonaire, St. Maarten, St. Eustatius and Saba. There is also a… Continue reading THE COURT SYSTEM OF THE NETHERLANDS ANTILLES AND ARUBA

An excellent down-to-earth approach On 3 November 2005, the Netherlands Antilles Bar Association launched its website: www.ordevanadvocaten.an. Unfortunately, the website is in Dutch only. Information can be found on several subjects, e.g. a list of attorneys / lawyers, how to deal with complaints, legislation, job offers and tariffs. Karel Frielink Attorney (Lawyer) / Partner

Banks have an obligation to exercise due care In the Netherlands Antilles and Aruba, no separately defined body of law exists with regard to the relationship between a bank and its customer. The standard general terms and conditions applied by banks in the Netherlands Antilles and Aruba have an important function in the legal relationship… Continue reading THE DUTY OF CARE OF BANKS UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA

Shot Gun, Piggy-Back, Carry-Along or Right of First Refusal The right of first refusal means that a shareholder may sell all of his shares to a third party, provided he has first offered those shares to the other shareholders (on the same terms and conditions). Carry-along (or drag-along) means that a minority shareholder is forced… Continue reading TRANSFER PROVISIONS REGARDING SHARES UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

Offshore companies must have one local director or representative In order to obtain and maintain the requisite exemption from foreign exchange control regulations, at least one managing director or one local representative of a Netherlands Antilles NV or BV must be resident in the Netherlands Antilles. Trust service providers in the Netherlands Antilles can provide… Continue reading QUALIFICATIONS REGARDING DIRECTORS OF A NETHERLANDS ANTILLES COMPANY

The formal employer is not always liable According to the Supreme Court an employer bears liability for damage caused by an employee to thirds parties, if “the chance of committing the failure has been increased by the assignment to perform [his] tasks and in case… the person by whom he was employed, had a direct… Continue reading LIABILITY OF THE EMPLOYER FOR ACTS OF AN EMPLOYEE UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

The articles of association may contain an arbitration clause The articles of Royal Dutch Shell plc (an English company headquartered in The Hague) provide for a peculiar dispute resolution: disputes between shareholders and the company (or its subsidiaries) but also disputes between shareholders and professional service providers of the company, like accountants, shall be exclusively… Continue reading ARBITRATION AND CORPORATE DISPUTES UNDER NETHERLANDS ANTILLES LAW

The nature of the medium is of relevance Under Aruban and Netherlands Antilles law the doctrine of defamation pertaining to civil law is governed by the general rules of liability arising from an unlawful act, more specific to harm one’s good name. Whether a statement under Aruban or Netherlands Antilles law shall be considered as… Continue reading DEFAMATION UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

Several general exemptions are available The National Ordinance on the Supervision of Investment Institutions and Administrators 2002 provides for a general exemption for investment institutions for which participating interests are solicited or obtained from “professional parties” only. Another general exemption is the so-called high denomination dispensation. This exemption, which is strictly spoken individual dispensation, is… Continue reading GENERAL EXEMPTIONS FOR FOREIGN INVESTMENT INSTITUTIONS UNDER NETHERLANDS ANTILLES LAW