Author: Karel Frielink

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

I received this question Q. What does residential property tax in Curacao cover (i.e. garbage collection, road maintenance)? I understand that it is not high — 1200 guilders (ANG) a year. A. The residential property tax is being paid to the Curacao island collector and is due because of ownership of a residence or other… Continue reading RESIDENTIAL PROPERTY TAXATION IN CURACAO

Representative not always personally liable A corporation or (limited) partnership can commit a tort on the basis of an act of one or more representatives, e.g. a managing director or an employee. Whether or not a tort committed by a representative is considered a tort by the corporation or partnership as well, depends on whether… Continue reading CORPORATE TORT IN THE DUTCH CARIBBEAN

Publicly accessible Corporations (NVs, BVs, foundations) and partnerships must be registered with the commercial register of the chamber of commerce of their place of business (e.g. Aruba, Curacao, Bonaire, St. Maarten). The chamber keeps a complete roster of businesses. A business is required to file certain information and to deposit certain documents with the commercial… Continue reading THE CHAMBERS OF COMMERCE IN THE DUTCH CARIBBEAN

Shares with certain rights attached In addition to ordinary shares, shares without voting rights and shares without any denomination, the law of the Netherlands Antilles provides for preferred shares (‘preferente aandelen‘) and priority shares (‘prioriteitsaandelen‘). Preferred shares usually entitle the shareholder to a certain preference with respect to the payment of dividends. They can (too)… Continue reading PREFERRED AND PRIORITY SHARES IN THE DUTCH CARIBBEAN

There is only one financial regulator The Netherlands Antilles have one financial regulator: the Central Bank of the Netherlands Antilles (‘Bank van de Nederlandse Antillen’). The Central Bank is a separate legal entity (‘rechtspersoon’) having its seat at Curaçao. The Central Bank is also an independent administrative body (‘zelfstandig bestuursorgaan’) and is therefore not subject… Continue reading THE CENTRAL BANK OF THE DUTCH CARIBBEAN

Part-time apartment right or right of use Since the entering into force of the Netherlands Antilles Timeshare National Ordinance (‘Landsverordening regeling gebruik in deeltijd van onroerende zaken en aanpassing appartementsrecht’), a new regime for timeshare business is applicable. According to the Explanatory Memorandum to the Ordinance, a timeshare right can be considered as a part-time… Continue reading TIME-SHARE UNDER THE LAWS OF THE DUTCH CARIBBEAN

Two systems available For years the Netherlands Antilles have an attractive fiscal arrangement for people who want to settle on the Netherlands Antilles after their (early) retirement, the so-called Penshonados. The arrangement entails a relatively low tax rate, in which depending on the circumstances one can make a choice between two different taxation systems. In… Continue reading TAXATION OF PENSHONADOS IN THE DUTCH CARIBBEAN

The court determines the purchase price According to Netherlands Antilles law, a shareholder who holds at least 95% of the outstanding capital in a company (NV or BV) may initiate court proceedings to buy-out the minority shareholders. The articles of association may provide for another percentage, provided it is not less than 90%. Whether or… Continue reading FORCED BUY-OUT OF MINORITY SHAREHOLDERS UNDER DUTCH CARIBBEAN LAW

Notice of default not always required According to article 6:119 Netherlands Antilles Civil Code, whenever a debtor is in default, he must pay compensation to the creditor, this compensation consists of the statutory interest. The statutory interest is calculated and accumulated to the amount due every year. In the case that a higher interest than… Continue reading STATUTORY INTEREST UNDER THE LAWS OF THE DUTCH CARIBBEAN