CROSS-BORDER CONVERSION OF A NETHERLANDS ANTILLES COMPANY INTO A FOREIGN COMPANY
Cross-border conversion is another way of describing the transfer of the corporate seat
A Netherlands Antilles private limited liability company (‘BV‘) or a public limited liability company (‘NV‘) may convert itself into a foreign legal entity, provided that, under the laws governing such foreign legal entity, the company will continue to exist as a legal entity in the legal form chosen. Although the law describes this process as conversion, it actually is a seat transfer.
A cross-border conversion not only requires a resolution to that effect, but an amendment of the articles of association as well. Without a notarial deed, no cross-border conversion. Both a legal opinion concerning the foreign law involved as well as a document containing the articles of the legal entity after its conversion must be attached to the notarial deed. In the legal opinion, a foreign law expert should opine that once all formalities are completed, the company will continue to exist as a legal entity in the legal form chosen.
If an NV or BV wants to convert itself into a foreign legal entity, the shareholders who did not vote against the conversion and all members of the management board must sign a liability statement, in which they declare to be personally liable for all liabilities of the company. In principle, such liability lapses three months after the conversion.
Karel Frielink
Attorney (Lawyer) / Partner
