Category: Legal

It should be mandatory for government-held companies Limited liability companies, like the Netherlands Antilles NV or BV, may have a board of supervisory directors. The main task of such a board is to supervise the board of managing directors. According to the law of the Netherlands Antilles there are two different kinds of board of… Continue reading THE INDEPENDENT BOARD OF SUPERVISORY DIRECTORS IN THE DUTCH CARIBBEAN

Notification may be an issue Under Netherlands Antilles law receivables can be transferred unless a statutory or contractual provision or the nature of the receivable restricts or prohibits its transfer. Transfer of legal title to a receivable under Netherlands Antilles law requires: (i) a written instrument evidencing the assignments (‘cessieakte’); and (ii) notification to the… Continue reading THE TRANSFER OF RECEIVABLES UNDER THE LAWS OF THE DUTCH CARIBBEAN

Certain criteria will have to be met A limited liability company (‘besloten vennootschap’; ‘BV’) is subject to Netherlands Antilles corporate income tax as any other taxable entity against the normal statutory corporate income tax rates (30%, including 15% Island Surcharges a total of 34.5% on Curaçao) and can obtain certain tax rulings. However, under certain… Continue reading THE TAX-EXEMPT LIMITED LIABILITY COMPANY IN THE DUTCH CARIBBEAN

The Netherlands Antilles are an attractive jurisdiction Netherlands Antilles (a.k.a. Dutch Caribbean) special purpose vehicles (“SPVs”) are commonly used in both cross–border financing transactions as well as in Netherlands Antilles domestic financing transactions. As regards cross–border transactions, (synthetic and cash) securitizations, repackagings, collateralized debt obligations (“CDOs”) and collateralized loan obligations (“CLOs”) and leasing transactions, MTN… Continue reading SECURITIZATION IN THE DUTCH CARIBBEAN

A license is required The Aruba State Ordinance on the Supervision of the Credit System (Landsverordening toezicht kredietwezen, the “SOSCS”) prohibits anyone from engaging in the business of a credit institution (‘kredietinstelling’) in Aruba without a license issued by the Central Bank of Aruba (the “Central Bank”). A credit institution is defined as an enterprise… Continue reading CREDIT INSTITUTIONS IN ARUBA

A license is required Employees have a labor relationship with their employer (1st employer); the employer has the authority and power to instruct his employees. However, employees may have been seconded (‘gedetacheerd’) to another employer (2nd employer). The 2nd employer, the entity who receives the seconded employees, in general assigns tasks to the individuals and… Continue reading SECONDMENT OF EMPLOYEES UNDER THE LAWS OF THE DUTCH CARIBBEAN

Iris scans fall within its scope The Netherlands Antilles National Ordinance Agreements via Electronic Channels of December 29, 2000 defines an ‘electronic signature’ as follows: “electronic data attached to or logically associated with other electronic data which are used as a means of identification” Consequently, the notion ‘electronic signature’ implies more than only digital signatures,… Continue reading THE DUTCH CARIBBEAN ELECTRONIC SIGNATURE

Despite meeting the ‘white list’ criteria Much to our surprise, the UK Department of Culture, Media and Sport (DCMS) has not admitted the Netherlands Antilles onto its ‘White List’ of gaming jurisdictions to be exempt from the impending advertising ban. The new UK regulations facilitate new powers in the Gambling Act 2005 to ban gambling… Continue reading NETHERLANDS ANTILLES NOT ON UK GAMBLING WHITE LIST

It is an obligation The Netherlands Antilles Civil Code requires a company to keep its accounts and retain relevant data in such a manner that its obligations can be known at all times (Article 3:15a subsection 1). The foregoing obligation to “keep and retain” has to be met in such a manner that the requirements… Continue reading RECORD-KEEPING IN THE DUTCH CARIBBEAN

Very old! According to Shirley Robin Letwin (On the History of the Idea of Law; Cambridge University Press 2005; edited by Noel B. Reynolds), the idea of law has been at the heart of Western civilization since its beginnings in ancient Greece. However, the concept and nature of ‘law’ are still obscure, not only for… Continue reading HOW OLD IS THE IDEA OF LAW?

Each year financial statements must be drawn up Each year, within eight months after the lap of the fiscal year, financial statements have to be drawn up: a balance sheet, a profit and loss statement and an explanatory note. Such statements have to be presented to the annual Meeting of Shareholders for adoption. The statements… Continue reading DUTCH CARIBBEAN REPORTING REQUIREMENTS FOR CORPORATIONS

No separate body for management purposes The Netherlands Antilles corporate code contains provisions with respect to the member-managed limited liability company. This form of the BV does not have a separate Board of Directors. The shareholders together will act as such Board, making the decision process much easier. In a shareholders’ agreement, the shareholders may… Continue reading THE DUTCH CARIBBEAN MEMBER-MANAGED COMPANY