Author: Karel Frielink

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

Partial exemptions can be requested from the Central Bank In accordance with the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 an investment institution shall be granted a license if it and its depositary, if employed by the investment institution, comply with the requirements stipulated in the Central Bank’s (Bank van de… Continue reading PARTIAL EXEMPTIONS FOR FOREIGN INVESTMENT INSTITUTIONS UNDER NETHERLANDS ANTILLES LAW

It is a punishable offense to raise money without a license The National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’) provides for a licensing system for investment institutions and administrators. The general prohibition is: “It is a punishable offence to raise or obtain pecuniary means or other… Continue reading INVESTMENT INSTITUTIONS AND ADMINISTRATORS UNDER NETHERLANDS ANTILLES LAW

You better behave! There are numerous articles in the Penal Code of the Netherlands Antilles and various statutes that impose specific criminal sanctions on managing directors and supervisory directors. Punishable offenses include the following: – international publication of untrue financial statements; – involvement of a managing or supervisory director of the company in situations that… Continue reading CRIMINAL LIABILITY OF MANAGING DIRECTORS UNDER NETHERLANDS ANTILLES LAW

Is a deed of joint and several liability compatible with the company’s purpose? A deed of joint and several liability generally achieves the goal of creating a second, jointly and severally liable debtor. Banks for example may require such a deed as part of their financing arrangement. Although a joint and several liability is not… Continue reading CO-DEBTORS AND THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

Limitation of liability can be invoked up to a certain amount In the Netherlands Antilles the liability for oil pollution is dealt with in the National Ordinance liability oil tankships 1998 (“Landsverordening Aansprakelijkheid Olietankschepen”). This Ordinance implements two treaties: – The Treaty of 27 November 1992, entered into in London, the United Kingdom, relating to… Continue reading LIABILITY FOR OIL POLLUTION IN THE NETHERLANDS ANTILLES

Mutual assistance regarding criminal matters There exists a treaty between the Kingdom of the Netherlands (of which the Netherlands Antilles form a part) and the United States of America regarding the mutual legal assistance regarding criminal matters. “Legal assistance” includes assisting with, or granting co-operation to an investigation, sending and/or obtaining documents, files, or information,… Continue reading INTERNATIONAL LEGAL ASSISTANCE AND THE NETHERLANDS ANTILLES