Author: Karel Frielink

A treaty is required International legal assistance 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,… Continue reading LEGAL ASSISTANCE IN CRIMINAL INVESTIGATIONS, EXTRADICTION AND ENFORCEMENT OF CRIMINAL JUDGMENTS BETWEEN THE UNITED STATES OF AMERICA AND THE NETHERLANDS ANTILLES

Shares or assets? If one wants to take over the control of a Netherlands Antilles based company there are two options: acquiring either (a majority of) the shares or acquiring the assets of the company. Share transfer There are no legal restrictions as to the transfer of shares of a company. According to corporate law,… Continue reading TAKE-OVER FORMALITIES UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Not every application is honored In order to establish a bank in the Netherlands Antilles a license granted by the Central Bank (‘Bank van de Nederlandse Antillen’) is required. The general rule in the Netherlands Antilles is that new banks are only admitted as long as the banking market provides sufficient opportunities for a sound… Continue reading ESTABLISHING A BANK IN THE NETHERLANDS ANTILLES

SEC Rules called ‘arbitrary’ The rules requiring most U.S. hedge funds to register with the SEC were struck down on 23 June 2006 by the U.S. Court of Appeals for the District of Columbia. This is a setback for the Securities and Exchange Commission (SEC). The Court called the rules requiring hedge funds with more… Continue reading UNITED STATES COURT OF APPEALS OVERTURNS SEC HEDGE FUND REGISTRATION RULES

More strict anti-money laundering regulations to be expected When you need to send money (from one country to another) you can use a company that offers money transfer services. In order to set up money transfer companies in the Netherlands Antilles, a license is required. To get such license, one has to comply with many… Continue reading MONEY TRANSFER REGULATIONS IN THE NETHERLANDS ANTILLES

Shareholder influence doesn’t necessarily cause liability Shareholders are not personally liable for the liabilities of a company. As we have seen in the previous posting, sometimes they can be hold liable though. However, the single fact that a shareholder provides a contribution to the policy and management of its subsidiary, or acts as the actual… Continue reading SHAREHOLDERS’ LIABILITY UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Several grounds for liability Under Netherlands Antilles law a company is recognized as being a separate legal entity for whose debts its shareholders are not liable. This is laid down in legislation. The Civil Code provides explicitly that shareholders are not personally liable for the liabilities of the legal person, except when the law provides… Continue reading LIABILITY OF SHAREHOLDERS, DIRECTORS AND DIRECTORS-IN-FACT UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Trade mark rights help to protect business interests A trademark is a type of industrial property. It is a distinctive sign of some kind (e.g. a symbol, word or logo) that enables the user to distinguish his business and his products or services from those of others. Under Netherlands Antilles civil law, the right of… Continue reading PROTECTION OF TRADEMARK RIGHTS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Specific formalities apply On March 1, 2004, Book 2 Netherlands Antilles Civil Code (“NACC”) came into effect. Articles 303 through 305 NACC provide for a system of change of corporation form, and replaces the system of transfer of registered office. Under the system of change of corporation form, a company changes its current Netherlands Antilles… Continue reading CHANGE OF CORPORATION FORM OF A NETHERLANDS ANTILLES COMPANY

Will other courts follow? Ian Best, who recently graduated from law school at Ohio State University, compiled a list of American court cases that cited legal blogs. He has listed the cases, and then hyperlinked each case to an excerpt which contains the blog citation. Furthermore, he has made the blog citations “active” by linking them… Continue reading U.S. COURTS CITING LEGAL BLOGS

The good faith principle is leading In actual practice franchises frequently bare resemblance to (certain aspects of) distribution agreements. Hence, what are called ‘franchises’ are not seldom mixed type agreements, consisting of a franchise and of a distribution element.   Franchise agreements are not defined in any Netherlands Antilles statute. The franchise agreement is an… Continue reading THE TERMINATION OF A FRANCHISE AGREEMENT UNDER THE LAWS OF THE NETHERLANDS ANTILLES