Category: Legal

They can file a petition Minority shareholders who disagree with particular decisions have several options. The most important option is the annulment of a decision (section 2:21 Netherlands Antilles Civil Code; ‘NACC’). A resolution of a corporate body may be declared null and void when there is no quorum, majority, proposal, nomination and proposal for appointment… Continue reading THE ANNULMENT OF CORPORATE DECISIONS BY MINORITY SHAREHOLDERS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Not easily In the Netherlands Antilles, there does not exist a public register of shareholders in Netherlands Antilles companies. The company involved would be the source for a third party to obtain information as regards the identity of the shareholders of such company. If all shares are bearer shares, which category of shares is transferable… Continue reading CAN THE IDENTITY OF A SHAREHOLDER BE RETRIEVED UNDER THE LAWS OF THE NETHERLANDS ANTILLES?

Reviewing legal, tax and other information Due diligence in relation to mergers and acquisitions is an investigation of the business which is the subject of the transaction. Good faith requirements may trigger a duty to disclose certain information to the other party as well as a duty to investigate. The purpose of a due diligence investigation is,… Continue reading WHAT IS A DUE DILIGENCE INVESTIGATION?

Good faith requirements rule On 3 May 2007, the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’) ruled that ABN AMRO Bank must freeze its $21 billion sale of U.S. unit LaSalle to Bank of America, because in the Court’s opinion the deal requires prior shareholders’ consent. The Court ruled it was “unacceptable” for ABN AMRO Bank… Continue reading THE ABN AMRO BANK CASE REVISITED

A permanent establishment qualifies for tax liability There will be a tax liability when the activities of a foreign company on the Netherlands Antilles can be qualified as a permanent establishment, as on the Netherlands Antilles profit tax (and private income tax) is levied from companies (and one-man enterprises), who carry on a business through… Continue reading FOREIGN COMPANIES AND TAX LIABILITY UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Commercial communication must always be recognizable as such The Netherlands Antilles National Ordinance on Electronic Agreements is applicable on commercial communication. Commercial communication is all forms of offering and recommending goods and services, businesses and persons, among which advertising and direct marketing by electronic means from, or aimed at the Netherlands Antilles, directly or indirectly aimed… Continue reading ELECTRONIC AGREEMENTS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

A silent partner must stay silent Limited partnerships are often used, a.o. for (investment) fund activities. Limited partnerships are not legal entities but contractual arrangements between the general partner (often a limited liability company) and one or more limited (or silent) partners. The principle of freedom of contract as it applies in the Netherlands Antilles… Continue reading LIMITED PARTNERSHIPS UNDER THE DUTCH CARIBBEAN LAWS

It is prohibited to sell notes In the Netherlands Antilles it is prohibited to sell notes to others than licensed credit institutions (Article 45 of the National Ordinance on the supervision of banking and credit institutions 1994). There is a possibility to obtain an exemption. An exemption can be requested with the Central Bank to… Continue reading THE SELLING OF NOTES IN THE NETHERLANDS ANTILLES

There are restrictions The Aruban 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. In Article 48, the SOSCS also prohibits any natural person or legal… Continue reading SOLICITATION OF FUNDS IN ARUBA

A source of income makes one subject to income tax For Aruba tax purposes a resident private person is subject to income tax for its world wide income based on the Income Tax Ordinance. Also subject to Aruba income tax are private persons who are not a resident, but have a domestic source of income,… Continue reading TAXATION IN ARUBA

Electronic files will not be disregarded as evidence A Dutch Caribbean court may base its decision on facts only. If something is not disputed by the parties it is such a fact, even if it does not correspond with reality. For example, if both parties state that they were involved in a fight in London,… Continue reading SCANNED EVIDENCE UNDER THE LAWS OF THE DUTCH CARIBBEAN

The management board faces limitations The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. Except for restrictions in the articles of association, the management board is responsible for the management of the BV or NV (private or public limited liability company) and is… Continue reading MAY THE BOARD OF A DUTCH CARIBBEAN COMPANY SELL ITS BUSINESS?