Five more or less similar corporate codes
The Caribbean part of the Kingdom of the Netherlands comprises Aruba, Bonaire, Curaçao, Sint Maarten, Sint Eustatius, and Saba. Bonaire, Sint Eustatius, and Saba (the BES islands) have a joint corporate code (Book 2 of the Civil Code). In Sint Maarten, Book 2 of the Civil Code applicable there was amended on November 20, 2019, and the same amendments (with a few differences) were implemented in Curaçao on January 1, 2021. On January 1, 2021, a Book 2 of the Civil Code came into force in Aruba, which has a slightly different structure than that of Curaçao and Sint Maarten.
In Suriname, an independent country, the decision was made to introduce a new Civil Code that aligns as closely as possible with that of Curaçao, and this also applies to Book 2 of the Civil Code, which came into force on May 1, 2025. Suriname’s decision to align itself with the legislation in Curaçao is to be welcomed. Hopefully, this decision will lead to an intensive exchange of literature and case law. It is difficult to assess whether the same sentiment is widely shared in Suriname. Suriname’s society is culturally and otherwise very diverse, and it is not possible to assess from the outside whether the new code adequately reflects that society and what is going on within it.
All of the aforementioned codes can be traced back in part to corporate law in the Netherlands. However, there are also significant differences. This means that legal scholars, lawyers, judges, and other legal professionals must continually determine which case law and literature from the Netherlands is or is not suitable for interpreting their own code. This is not always easy. For me, this was reason enough to write a textbook that can be used as a guide. Naturally, I regularly receive questions about these codes from all the countries mentioned. Most questions come from law firms and corporate lawyers. Sometimes they also need an expert opinion for ongoing legal or arbitration proceedings.
That’s how I earn my living.
Karel Frielink
(attorney / legal scholar)
(9 September 2025)
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