Author: Karel Frielink

A general authority to impose fines could be unenforceable A franchise agreement normally contains certain sanctions in case one of the parties is not or only partially performing its obligations, e.g. the imposition of fines. In accordance with Netherlands Antilles law, the standards of reasonableness and fairness and all specific circumstances of the case must… Continue reading FRANCHISE AGREEMENTS AND SANCTIONS UNDER THE LAWS OF THE DUTCH CARIBBEAN

A license is required A Netherlands Antilles limited liability company (NV or BV) and each of its managing directors must obtain a business and directors license. Only managing directors that are born in the Netherlands Antilles and have the Dutch nationality are exempted and do not have to obtain a directors license. If the company… Continue reading BUSINESS LICENSES UNDER THE LAWS OF THE DUTCH CARIBBEAN

Infringement of EU principle of free movement of capital AEM SpA (Azienda Elettrica Milanese SpA) is a company limited by shares set up by the Commune of Milan operating in the public service sector as distributor of gas and electricity, the management of which it was granted by that commune. In 1998 its shares were… Continue reading GOVERNMENT CONTROL IN A COMPANY AND EU LAW

Records must be kept up-to-date The board of managing directors of a Netherlands Antilles NV or BV must keep a register in which the names and addresses of all holders of registered shares shall be recorded, stating the class of share, the voting rights attached thereto, the amount paid thereon or credited as paid, the… Continue reading COMPANY REGISTRATION OBLIGATIONS UNDER DUTCH CARIBBEAN LAW

Records must be kept for 10 years The board of managing directors of a Netherlands Antilles NV or BV must for administrative purposes keep a record of the financial condition and of everything relating to the activities of the NV or BV according to the requirements to which such activities give rise, and it must… Continue reading RECORD KEEPING OBLIGATIONS OF DUTCH CARIBBEAN LIMITED LIABILITY COMPANIES

Partial dissolution is possible According to article 6:265 par. 1 Netherlands Antilles Civil Code, every failure of one party in the performance of one of its obligations gives the other party the right to set the contract aside in whole or in part, unless the failure, given its special nature or minor importance, does not… Continue reading SETTING ASIDE AN AGREEMENT UNDER THE LAWS OF THE DUTCH CARIBBEAN

The directive deals with mergers in the European Community only On 20 September 2005, the Council of the European Union has adopted a directive on cross-border mergers of companies aiming at facilitating the carrying-out of cross-border mergers between various types of limited liability companies governed by the laws of different EU Member States. This directive… Continue reading THE EUROPEAN UNION CROSS-BORDER MERGER DIRECTIVE

Attracting funds from the public is prohibited The Netherlands Antilles Ordinance on the Supervision of Banks and Credit Institutions 1994 (‘Landsverordening Toezicht Bank- en Kredietwezen 1994’) does not use the term ‘bank’ (other than when referring to the Central Bank). It prohibits anyone to engage in the business of a credit institution (‘kredietinstelling’) in the… Continue reading BANKING REGULATIONS IN THE DUTCH CARIBBEAN

Limitation periods for bringing legal actions According to the Netherlands Antilles Civil Code the civil law limitation period for a claim of nullification of a legal act on the basis of fraud (‘bedrog’), error (‘dwaling’) or prejudicing (‘benadeling’) is three years after the fraud, error or prejudice is discovered. The civil law limitation period for… Continue reading STATUTORY LIMITATIONS IN THE DUTCH CARIBBEAN

No separate managing board Until March 1, 2004, in the Netherlands Antilles only manager-managed companies existed. According to the current Corporate Act, the articles of association may provide that a company shall be a member-managed company, i.e. a company without a board of directors. In a member-managed company, the shareholders (members) are in charge, including… Continue reading THE DUTCH CARIBBEAN MEMBER-MANAGED COMPANY