Category: Legal

The NV and BV The Netherlands Antillean NV (public limited liability company) or BV (private limited liability company) can be established in a form that  resembles what a foreign shareholder encounters in his own legal system: the NV or BV can, for example, be organized like a Dutch NV, a Delaware corporation, a BVI company… Continue reading TWO FAMOUS DUTCH CARIBBEAN ENTITIES

Almost identical concepts Netherlands Antilles law provides two possible scenarios for the transfer of the corporate seat of a company: so-called ‘conversion’ of the Netherlands Antilles company (to a company in a foreign jurisdiction) on the basis of several provisions in the Netherlands Antilles Civil Code, or  transfer of the corporate seat on the basis… Continue reading CONVERSION AND TRANSFER OF STATUTORY SEAT UNDER THE LAWS OF THE DUTCH CARIBBEAN

Watch your lessee A lessee may not continue occupancy after the term of the lease has expired. However, Netherlands Antilles Law prescribes that in the event a lessee continues occupancy after the term of a (written) lease agreement has expired, the parties are deemed to have entered into a new lease agreement on the basis… Continue reading CERTAIN ASPECTS OF LEASE AGREEMENTS UNDER THE LAWS OF THE DUTCH CARIBBEAN

ABN AMRO Bank didn’t need shareholder approval Today the Dutch Supreme Court (‘Hoge Raad’) ruled that ABN AMRO Bank didn’t need shareholder approval to sell its U.S. subsidiary LaSalle to Bank of America. Subsequently, the Supreme Court overturned the decision of the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’) and dismissed the request for any interim… Continue reading SUPREME COURT DECISION IN ABN AMRO BANK (LASALLE) CASE

True identity of customers must be established Due diligence has to be performed by administrators and self-administered investment institutions on the (prospective) investors of the (self-) administered investment institution. Investment institutions have the obligation to determine the true identity of their (prospective) investors, including where applicable the (ultimate) beneficiaries of their investors that are legal… Continue reading KNOW YOUR CUSTOMER RULES FOR ADMINISTRATORS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

In most cases a license is required An investment institution is either an investment company or an investment fund, according to the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’, the “NOSIIA”). An investment company is the body corporate that raises or has obtained pecuniary means or… Continue reading INVESTMENT INSTITUTIONS AND THE NETHERLANDS ANTILLES

Trust companies render management services Supervision of trust companies is dealt with in the National Ordinance on the Supervision of Trust Service Providers 2003 (‘Landsverordening toezicht trustwezen’, the ‘NOST’). Supervision of trust companies (a.k.a. fiduciairy or company service providers) falls in the category integrity supervision and not in the category prudential supervision. The supervisor is the… Continue reading SUPERVISION OF TRUST COMPANIES IN THE NETHERLANDS ANTILLES

There is room for improvement The local conditions in terms of tax, legal, accounting, (telecom) infrastructure and regulatory (supervision of banks, funds etc.) are favorable. There are a considerable number of investors and companies present on Curacao. Not only pension funds and insurance companies, but also large banks, (investment and hedge) funds and fund administrators… Continue reading CONDITIONS FOR BUSINESS DEVELOPMENT IN THE NETHERLANDS ANTILLES

Amsterdam Enterprise Court decision should be annulled Today, the Attorney-General provided the Dutch Supreme Court with his advice on the ABN AMRO Bank case (LaSalle). In his opinion, the Supreme Court should annul the decision rendered by the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’). The advisory opinion can be summarized as follows (source): This lawsuit… Continue reading ADVICE ATTORNEY-GENERAL IN ABN AMRO BANK CASE

Assimilation Different legal systems result in different legal concepts. For example, English law has no concept of ‘economic beneficiary’ (‘economisch eigenaar’) as such. Instead, English law has concepts such as ‘equitable interest’ or ‘beneficial interest’ in an asset. The most obvious illustration of ‘equitable interest’ or ‘beneficial interest’ under English law is the right of… Continue reading FOREIGN LEGAL CONCEPTS AND THE LAWS OF THE NETHERLANDS ANTILLES

Not available in the Netherlands Antilles The ABN AMRO Bank case has been discussed in here. The case was brought before the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’). No such court exists in the Netherlands Antilles. The Netherlands Antilles corporate code provides for an investigation in respect of foundations only. Shareholders of a Dutch corporation… Continue reading THE AMSTERDAM BASED ENTERPRISE COURT

Enforcement is possible According to Netherlands Antilles law, the question whether or not a security right can be created in a certain receivable must be determined according to the law governing that receivable. Netherlands Antilles international private law determines that the law that governs the receivable is the law that governs the underlying contract of… Continue reading FOREIGN SECURITY RIGHTS AND THE WAY THEY ARE TREATED IN THE NETHERLANDS ANTILLES