Category: Legal

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

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