Full value share is required On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. Concepts like registered, subscribed and contributed capital do not appear in the Ordinance. No minimum capital is therefore required, unless such a requirement is included in the articles of association.… Continue reading CAPITAL STRUCTURE OF THE ARUBA COMPANY WITH LIMITED LIABILITY
Category: Corporate
THE RIGHT TO SHARE IN THE PROFITS OF THE ARUBA COMPANY WITH LIMITED LIABILITY
It is not necessary to give all shares a right to share in the profits On January 1, 2009 the new Aruba Ordinance on the company with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. This legislation gives shareholders far more freedom to organize their company than in the past It is not necessary… Continue reading THE RIGHT TO SHARE IN THE PROFITS OF THE ARUBA COMPANY WITH LIMITED LIABILITY
GROUP RESTRUCTURING AND REFINANCING
Plan and act prudently: better to be safe than sorry Especially in these times of global economic and financial turmoil, a group (or part thereof) might want to consider restructuring and refinancing its operations or may be already in the process of doing so. When considering or carrying out such plans, careful thought must be… Continue reading GROUP RESTRUCTURING AND REFINANCING
DUTCH CARIBBEAN LAW REGARDING CORPORATE AUTHORITY
Trade Register should be checked Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (NV or BV). In the event of the corporation… Continue reading DUTCH CARIBBEAN LAW REGARDING CORPORATE AUTHORITY
THE DUTCH CARIBBEAN PRIVATE FOUNDATION AND ITS SUPERVISORY DIRECTORS
Only natural persons may be appointed The articles of incorporation of a Private Foundation (PF) may provide, if so desired, that the authority of the board to make distributions is subject to the consent of the founder, a Supervisory Board or another body established within the PF e.g. an Advisory Board. It should be noted… Continue reading THE DUTCH CARIBBEAN PRIVATE FOUNDATION AND ITS SUPERVISORY DIRECTORS
THE FORMATION OF A PRIVATE FOUNDATION IN THE DUTCH CARIBBEAN
Formation requires a notarial deed A Private Foundation (PF) is formed by a notarial instrument executed by a Netherlands Antilles civil law notary and registered in the Register of Foundations at the Chamber of Commerce. The articles of incorporation of the PF includes the name of the PF and the word PF (or a translation… Continue reading THE FORMATION OF A PRIVATE FOUNDATION IN THE DUTCH CARIBBEAN
THE SHAREHOLDERS REGISTER OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY
Shareholders may inspect the register Every shareholder of a Netherlands Antilles NV or BV may inspect the register of the company regarding the shares held by them. The articles of association of a particular company may confer the right for inspection on others. In most cases a shareholder may however only inspect the register of… Continue reading THE SHAREHOLDERS REGISTER OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY
STATUTORY MERGERS IN THE DUTCH CARIBBEAN
A notarial deed is required A statutory merger involves at least two legal entities. The law uses the terms acquiring and disappearing legal entity. The law specifies that only legal entities having the same legal form may merge, specifying that a BV (closed limited liability company) and a NV (public limited liability company) are considered… Continue reading STATUTORY MERGERS IN THE DUTCH CARIBBEAN
PIERCING THE CORPORATE VEIL IN THE DUTCH CARIBBEAN
Ignoring the legal personality of a company A shareholder is not personally liable for acts performed in the name of the company and is not liable to contribute to losses of the company in excess of the amount which he must pay to the company as contribution for his shares. There is therefore a legal… Continue reading PIERCING THE CORPORATE VEIL IN THE DUTCH CARIBBEAN
INDEPENDENT SUPERVISORY BOARD IN THE DUTCH CARIBBEAN
Should be mandatory for government-owned entities Under the laws of the Netherlands Antilles, the main task of a board of supervisory directors is to supervise the board of managing directors of a limited liability company (NV or BV). The Corporate Code provides for two different kinds of boards of supervisory directors, a “regular” board of… Continue reading INDEPENDENT SUPERVISORY BOARD IN THE DUTCH CARIBBEAN
THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION
The concept of corporate officers is unknown The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. The management board is responsible for the management of the BV and is authorized to represent it, except where restricted by the articles of incorporation. The management… Continue reading THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION
A DUTCH CARIBBEAN BUSINESS LICENSE
License required According to the Netherlands Antilles Ordinance on the Establishment of a Business (Landsverordening betreffende vestiging van ondernemingen, PB 1946 nr. 43), a license is required to establish a company (vestigingsvergunning) as well as one to operate a company as an individual director who is not a “citizen” (directievergunning). According to the published policy… Continue reading A DUTCH CARIBBEAN BUSINESS LICENSE