Interlocutory or summary proceedings provide for immediate relief Article 110 of the Netherlands Antilles and Aruba Code of Civil Procedure (‘the Code’) provides that all adversarial proceedings shall be initiated by means of a petition to the court of first instance. Proceedings so initiated are ordinary proceedings a.k.a. proceedings on the merits. A petitioner may… Continue reading ORDINARY VERSUS SUMMARY PROCEEDINGS IN ARUBA
Author: Karel Frielink
THREE QUESTIONS ON ARUBAN BANKRUPTCY LAWS
FAQ Question 1 In which cases and by whom may bankruptcy proceedings be initiated in accordance with Aruban bankruptcy law? Filing for bankruptcy may be done either by the debtor itself or by one or more of its creditors. If the debtor is a company, generally speaking the managing directors do not have the authority… Continue reading THREE QUESTIONS ON ARUBAN BANKRUPTCY LAWS
ARUBAN LAW REGARDING CORPORATE AUTHORITY
The Aruba Trade Register should be checked The laws of Aruba provide that, subject to restrictions laid down by any statutory provision or a corporation’s articles of association, the board of directors of a company shall be competent to represent the company, i.e. a limited liability company (NV, AVV or VBA). In the event of… Continue reading ARUBAN LAW REGARDING CORPORATE AUTHORITY
EUROPEAN COURT OF JUSTICE ON INSIDER DEALING
Market Abuse Directive defines insider dealing objectively The European Court of Justice, in its decision dated 23 December 2009 (Case C‑45/08; Spector Photo Group NV and Chris Van Raemdonck versus Commissie voor het Bank-, Financie- en Assurantiewezen (CBFA)), has clarified the elements of insider dealing following a request from the Court of Appeal of Brussels.… Continue reading EUROPEAN COURT OF JUSTICE ON INSIDER DEALING
PLC CROSS BORDER LAW FIRM RECOMMENDATIONS 2010
Netherlands Antilles According to PLC Cross Border (Which lawyer?), Spigthoff Attorneys & Tax Advisers is one of two firms dominating the Netherlands Antilles market for international work, both on- and offshore. Spigthoff ranks high in corporate / M&A and dispute resolution. Martijn Welten, who specializes in corporate law, mergers & acquisitions and corporate litigation, is… Continue reading PLC CROSS BORDER LAW FIRM RECOMMENDATIONS 2010
FOREIGN CLAIMS SECURED BY ARUBAN SECURITY RIGHTS
The foreign law governed claim must be sufficiently identifiable Many financing arrangements are of a cross-border nature. For instance, a loan agreement governed by English law with the loan secured by a right of pledge governed by the laws of Aruba. This raises all kinds of questions. Any foreign right, for instance a claim, in… Continue reading FOREIGN CLAIMS SECURED BY ARUBAN SECURITY RIGHTS
DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA
Drag-along rights may be validly created On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. A drag-along right is a right that enables a majority shareholder to force a minority shareholder to join in the sale of his shares in a company (VBA). Generally,… Continue reading DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA
SEPARATION BETWEEN LEGAL AND BENEFICIAL OWNERSHIP OF SHARES IN THE DUTCH CARIBBEAN
The beneficial owner of shares is not a shareholder On March 1, 2004 the act on corporate law (Book 2 Netherlands Antilles Civil Code) became effective. The Act governs NVs (‘public limited liability company’) and BVs (‘private limited liability company’). The main object of the legislator was to provide flexibility and maximum freedom for organization and… Continue reading SEPARATION BETWEEN LEGAL AND BENEFICIAL OWNERSHIP OF SHARES IN THE DUTCH CARIBBEAN
THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY
Answers to foreign counsel queries A Netherlands Antilles company (NV or BV) may have assets, both local and foreign. Not seldom such a company wants to sell all or a portion of its assets. If foreign assets or a foreign buyer is involved, foreign counsel always asks questions about the laws of the Netherlands Antilles.… Continue reading THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY
FINAL POSTING OF 2009
Nobel Winds & Breezes Good poetry begins with the lightest touch, a breeze arriving from nowhere, a whispered healing arrival, a word in your ear, a settling into things, then like a hand in the dark it arrests the whole body, steeling you for revelation. (David Whyte) Let’s talk about winds. Nobel winds. Nobel winds… Continue reading FINAL POSTING OF 2009
A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV
There are similarities and differences There are certain similarities between the Dutch and the Antillean BV, in fact they are fundamentally the same type of entity. The main object of the Antillean legislator was, however, flexibility and maximum freedom of organization and presentation. Accordingly, the Antillean Act contains few mandatory provisions, such as provisions relating… Continue reading A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV
THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY
Incorporating an NV or BV is not a hassle The act on corporate law (Book 2 Netherlands Antilles Civil Code) governs the NV (‘public limited liability company’) and BV (‘private limited liability company’). These companies can be used for group finance or holding activities, (international) joint-ventures, funds, structured finance and “plain-vanilla” (local) activities. A notarial… Continue reading THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY