THE CAPITAL OF A NETHERLANDS ANTILLES LIMITED LIABILITY COMPANY
Shareholders have the freedom to organize the company the way they want
A limited liability company has shares. If a certain right does not comprise a voting right nor a right to share in distributions of the company’s income (dividends) it is not deemed to be a share. Concepts like registered, subscribed and contributed capital do not occur in the Netherlands Antilles Corporate Act. Therefore, no minimum capital is required, unless such a requirement is specifically included in the articles of association.
There can be voting shares, non-voting shares and shares with restricted voting rights, meaning they either do or do not or only partially carry the right to vote on corporate ‘policy’. Shares can have a par value. If shares have a par value, this may differ per category of shares. Also, the par value can be expressed in one or more foreign currencies. The current legislation gives shareholders far more freedom to organize their company than in the past.
There are only two formal restrictions:
a. The equity of the NV or BV may not be negative when establishing the company. If the company has a nominal capital (i.e. shares with a nominal value), the equity must be at least equal to the amount thereof.
b. One share with full voting rights that participates in the profit must be placed with the founder or a third party, or two shares, one of which has full voting rights and one that shares in the profit, as the case may be (a.k.a. a share with “full value”).
Possible types of shares are, among others, ordinary shares, preferred shares, cumulative preferred shares and priority shares.
Karel Frielink
Attorney (Lawyer) / Partner
