Liability for thin-capitalization? In terms of ‘piercing the corporate veil’, thin or inadequate capitalization usually means capitalization that is not in proportion to the nature of the risks the business of the corporation necessarily entails; in other words it is based on likely economic needs rather than legal requirements. Shareholders of a company in the… Continue reading INADEQUATE CAPITALIZATION IN THE DUTCH CARIBBEAN
Author: Karel Frielink
LIABILITY OF DE FACTO MANAGING DIRECTORS IN THE DUTCH CARIBBEAN
Policy maker can be held liable As a general rule a corporation in the Netherlands Antilles is a legal entity distinct from its shareholders. In terms of liability for mismanagement the law focuses on the managing directors as well as other persons who actually “act as managers” (a.k.a. policy makers or de facto managing directors).… Continue reading LIABILITY OF DE FACTO MANAGING DIRECTORS IN THE DUTCH CARIBBEAN
PRE-EMPTION RIGHTS IN THE DUTCH CARIBBEAN
Prevent a shareholder from dilution According to article 2:106 of the Netherlands Antilles Civil Code shareholders have a pre-emption right on the issue of new shares, being the right to be offered any new issue in each class, pro rata to the number of shares of such class held by them. The pre-emption right is… Continue reading PRE-EMPTION RIGHTS IN THE DUTCH CARIBBEAN
DUTCH SAME-SEX COUPLES HAVE THE SAME RIGHTS AS OPPOSITE-MARRIED COUPLES IN THE DUTCH CARIBBEAN
Spigthoff represented plaintiff According to a recent court ruling in the Netherlands Antilles (Court of First Instance, 17 July 2008), a same-sex couple that was married in the Netherlands and subsequently moved to the Netherlands Antilles (Curacao), has the same rights under Netherlands Antilles law (or Aruban law as the case may be) as Netherlands Antilles… Continue reading DUTCH SAME-SEX COUPLES HAVE THE SAME RIGHTS AS OPPOSITE-MARRIED COUPLES IN THE DUTCH CARIBBEAN
THE FINANCIALS OF A DUTCH CARIBBEAN COMPANY
Management’s responsibility According to Netherlands Antilles law, annually, within eight months after the company’s financial year has ended, (unless this term has been extended by the general meeting) annual statements must be drawn up by the management board and submitted to the general meeting of shareholders. The annual statements, comprising the balance sheet, profit and loss account and… Continue reading THE FINANCIALS OF A DUTCH CARIBBEAN COMPANY
HEALTH INSTITUTIONS IN THE DUTCH CARIBBEAN
Quality of health care is regulated Secondary health care in the Netherlands Antilles is provided in hospitals. There are seven hospitals on Curaçao, with a total of 1,187 beds, 46% of them in the Sint Elizabeth Hospital (Sehos) and 16.9% in various specialized institutes for the disabled and drug addicts. The Netherlands Antilles National Ordinance… Continue reading HEALTH INSTITUTIONS IN THE DUTCH CARIBBEAN
MORATORIUM OF PAYMENTS IN THE DUTCH CARIBBEAN (II)
The debtor may make an offer of composition The nature of a Netherlands Antilles’ moratorium differs substantially from a moratorium under US law and does, in particular, not cause pending proceedings to be stayed. Generally, a moratorium in the Netherlands Antilles protects a debtor from claims existing at the time of the moratorium. It does not prevent litigating… Continue reading MORATORIUM OF PAYMENTS IN THE DUTCH CARIBBEAN (II)
MORATORIUM OF PAYMENTS IN THE DUTCH CARIBBEAN (I)
An opportunity to recover Many companies face financial difficulties. Sometimes bankruptcy is the only option. The goal of the bankruptcy is the liquidation of the assets of the company and not to save the business, and this procedure is, therefore, not always the best procedure for realizing the full value of the company as a going… Continue reading MORATORIUM OF PAYMENTS IN THE DUTCH CARIBBEAN (I)
SECURITY RIGHTS AND DUTCH CARIBBEAN INTERNATIONAL PRIVATE LAW
Foreign security rights may be valid and enforceable According to Netherlands Antilles law, the question as to whether or not a security right may be created in a certain receivable must be determined according to the law governing that receivable. Netherlands Antilles international private law determines that the law that governs the receivable is the law that governs… Continue reading SECURITY RIGHTS AND DUTCH CARIBBEAN INTERNATIONAL PRIVATE LAW
OFFICE DISBURSEMENTS IN THE DUTCH CARIBBEAN
Not always charged at actual cost Most law firms charge their fees on the basis of hourly rates, which are determined by the seniority of the attorneys involved. It is also standard practice for Netherlands Antilles law firms to charge office disbursements separately as a percentage, e.g. 6%, of their legal fees. Such disbursements comprise, amongst other… Continue reading OFFICE DISBURSEMENTS IN THE DUTCH CARIBBEAN
IMF REPORT ON THE DUTCH CARIBBEAN
A long period of stagnation appears to have ended in the Netherlands Antilles The International Monetary Fund (IMF) undertook a mission – an official staff visit to the Netherlands Antilles – as part of regular consultations under Article IV of the IMF’s Articles of Agreement. Click here for their preliminary conclusions. According to the IMF, sustaining… Continue reading IMF REPORT ON THE DUTCH CARIBBEAN
CORPORATE PENSION FUNDS IN THE DUTCH CARIBBEAN
Only legal entities may serve as a fund According to the Netherlands Antilles National Ordinance on Corporate Pension Funds only legal entities may serve as a corporate pension fund. The foundation (‘stichting’) is the legal form most used for these purposes. The main reason for using a foundation instead of a legal entity of which… Continue reading CORPORATE PENSION FUNDS IN THE DUTCH CARIBBEAN