Author: Karel Frielink

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

Extradition requires a treaty Extradition is only possible on the basis of an extradition treaty, e.g. the treaty between the Kingdom of the Netherlands and the United States of America regarding extradition of delinquents. The appendix to the treaty lists facts that are considered as matters for which extradition can be requested. In addition, the… Continue reading EXTRADITION IN THE NETHERLANDS ANTILLES

Pre-emption rights under Netherlands Antilles law According to the Netherlands Antilles Corporate Code each shareholder has a pre-emption right on the issue of shares pro rata to the number of shares held by him. The purpose of the pre-emption right is to prevent the shareholder from dilution. According to the Corporate Code there are three… Continue reading THE ULTIMATE CORPORATE ADVENTURE (VIII)

Liability members of the Board of Directors of an NV or BV The members of the Board of Directors are personal and severally liable towards the Netherlands Antilles NV or BV for any loss caused by the improper performance of duties. Each member of the Board who proves that he cannot be blamed for such… Continue reading THE ULTIMATE CORPORATE ADVENTURE (VII)

The Board can be organized as one-tier or two-tier Except for restrictions in the articles of association of a Netherlands Antilles NV or BV, the Board of Directors is responsible for the management of the company and is authorized to represent it. The Board may consist of natural persons and/or legal entities. The Board of… Continue reading THE ULTIMATE CORPORATE ADVENTURE (VI)

The meeting of shareholders decides on the distribution or withholding of profits Under Netherlands Antilles law, it is not necessary to give all shares a right to share in the profits. If shares have a par value, it is obvious that the right to share in the profits is related to that value. If there… Continue reading THE ULTIMATE CORPORATE ADVENTURE (V)

No minimum capital is required 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 included in the articles of association of an NV or BV. There can be voting shares, non-voting shares and shares with restricted voting… Continue reading THE ULTIMATE CORPORATE ADVENTURE (IV)

A government certificate of no objection is not required For the formation of a Netherlands Antilles NV or BV and for any amendment of articles of association a notarial deed is required. However, the formation can take place quickly (within hours if necessary) and without many other formalities. The founders of the NV or BV… Continue reading THE ULTIMATE CORPORATE ADVENTURE (III)

The NV and BV are entities with unprecedented possibilities On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code; the “Act”) became effective. Contrary to what one might expect, the Antillean NV (public limited liability company) and BV (private limited liability company) do not resemble the Dutch NV and… Continue reading THE ULTIMATE CORPORATE ADVENTURE (II)

Former versus new legislation Prior to 1 March 2004, the transfer of the registered office of a Netherlands Antilles public limited liability company (NV) was regulated and provided for by the National Ordinance on the transfer of registered office. Pursuant to article 3 (1) (a) of this Ordinance, an NV can transfer its registered office… Continue reading SEAT TRANSFER UNDER NETHERLANDS ANTILLES LAW