Category: Legal

Annual accounts must be retained in paper form Under Netherlands Antilles law there are several laws and regulations containing provisions relating to the retaining of records. Amongst others, such provisions can be found in the Civil Code, the Commercial Code, tax and social security legislation etc. With respect to specific banking activities, the National Ordinance… Continue reading RETAINING AND DIGITALIZING RECORDS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

A director-in-fact can be held liable too Under Netherlands Antilles legislation, it is possible for a company’s shareholders voluntary to be held liable for its debts. For instance, the articles of private limited liability companies may provide that holders of shares or a specific class of share shall be personally liable for certain or all… Continue reading VOLUNTARY AND STATUTORY LIABILITY UNDER THE LAWS OF THE NETHERLANDS ANTILLES

For tax purposes it does The Netherlands Antilles tax system is based on the residency principle. Residents are subject to tax on their world wide income and assets. Non-residents could be subject to Netherlands Antilles tax depending on the source principle. These principles apply both to the inheritance and gift tax as the personal income… Continue reading RESIDENT OR NON-RESIDENT IN THE NETHERLANDS ANTILLES: DOES IT MATTER?

Conflict of laws aspects For Netherlands Antilles conflict of laws, the creation of security interests in shares has, like the transfer of shares, aspects of both the law of obligations and the law of property. The contract establishing an obligation to create a security interest is governed by the EC Convention on the Law Applicable… Continue reading CREATION OF SECURITY INTERESTS IN SHARES OF A NETHERLANDS ANTILLES COMPANY

Several protection mechanisms available Netherlands Antilles law provides for several important statutory rules which can protect a minority shareholder. For instance, on the basis of the principles of reasonableness and fairness incorporated in section 2:7 of the Netherlands Antilles Civil Code, a controlling shareholder has to take into consideration the interests of his fellow minority… Continue reading MINORITY VERSUS MAJORITY SHAREHOLDERS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Much room for withholding and distribution rules With respect to the ‘risk’ of (excessive) dividend draws, it is not necessary to give all shares a right to share in the profits. If a company has shares with different par values, the articles of association will have to contain a provision dealing with each right to… Continue reading PROVISIONS IN THE ARTICLES OF ASSOCIATION TO PREVENT EXCESSIVE DIVIDEND DRAWS

Much freedom is given to the shareholders In general, Netherlands Antilles corporate law provides (much more than Dutch law) for free choice of organization of a NV or BV by way of the articles of association. It gives shareholders much freedom to organize things as they see fit. For example, a company may issue non-voting… Continue reading STRUCTURING A NETHERLANDS ANTILLES LIMITED LIABILITY COMPANY

Much ado about iPhones and trademarks Last week at the much-anticipated Macworld event in San Francisco, Apple launched a new handheld mobile phone device under the name iPhone. The launch of Apple’s iPhone has been long awaited. The iPhone combines different products, a mobile phone; a widescreen iPod with touch controls; and an Internet communications… Continue reading PROTECTING THE iPHONE TRADEMARK UNDER THE LAWS OF THE NETHERLANDS ANTILLES

His failure must be of certain gravity In general, employees are liable for damage caused by them in the performance of their work which is claimed against their employer by third parties as well as for damage they have caused to their employer’s property. However, such liability exists only where the occurrence of the damage… Continue reading THE LIABILITY OF AN EMPLOYEE VIS-A-VIS HIS EMPLOYER UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Credit linked notes (CLNs) The relevant rule in respect of the issuance of CLN’s is article 45 of the Netherlands Antilles Banking Decree, which read as follows:  “It is prohibited to any person to attract moneys from the public or extend credit to the public by others than licensed credit institution.” If the NV or… Continue reading DEBT ISSUANCE UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Regular versus large NV Each year, within eight months after the lap of the fiscal year, financial statements have to be drawn up by the board of a limited liability company (NV or BV): a balance sheet, a profit and loss statement and an explanatory note. Such statements have to be presented to the annual… Continue reading CORPORATE REPORTING REQUIREMENTS IN THE NETHERLANDS ANTILLES

Insider trading is prohibited The Netherlands Antilles Ordinance on the Supervision of Stock Exchanges 1998 contains articles regarding insider trading/dealing. These articles (8 and 9) contain certain rules with respect to “insider dealing” transactions performed in or from the Netherlands Antilles. In general it is prohibited for anyone (including an issuer), once it is reasonable… Continue reading INSIDER TRADING RULES IN THE NETHERLANDS ANTILLES