Category: Legal

A shareholder must behave reasonably Shareholders’ liability is of a different nature than directors’ liability. Unlike managing directors and supervisory directors, shareholders of a limited liability company (‘NV’) do not have a contractual or functional relationship with the company and, except for the obligation to pay up their shares, they do not have any duties… Continue reading SHAREHOLDERS’ LIABILITY AND RESPONSIBILITIES UNDER THE LAWS OF ARUBA

A general attachment on all assets The nature of a bankruptcy order is to impose a general judicial attachment on all assets of the debtor for the benefit of all of its creditors. The bankruptcy has as an effect that all individual attachments and foreclosures terminate. It should be noted that a creditor secured by… Continue reading THE NATURE OF A BANKRUPTCY ORDER IN THE NETHERLANDS ANTILLES AND ARUBA

The new regime is attractive too If a Netherlands Antilles based company (NV or BV) is used for foreign business activities one has to realize that such company is in principle subject to the Netherlands Antilles profit tax for income generated wherever in the world because the company has been incorporated under Netherlands Antilles law.… Continue reading OLD AND NEW CORPORATE TAX REGIMES IN THE NETHERLANDS ANTILLES

A bankruptcy-remote vehicle can be used in the Netherlands Antilles A credit linked note (‘CLN‘) enables an Investor to purchase and fund an asset with a return linked to the credit risk of the asset itself and an additional credit risk transferred by way of a credit derivative between the issuer (a Special Purpose Vehicle… Continue reading CREDIT LINKED REPACKAGING IN THE NETHERLANDS ANTILLES

Flexibility is the key-word From a legal point of view, establishing a fund in Curaçao (the Netherlands Antilles) has become very attractive since under new corporate law a limited liability company can be established very quickly and very flexible. Virtually everything is possible with this new legal entity. There is no minimum issued share capital… Continue reading STRUCTURING A CURACAO BASED FUND

Service by mail is not allowed The Kingdom of the Netherlands is a signatory — for the Kingdom in Europe and Aruba, but not the Netherlands Antilles — of the Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, Nov. 15, 1965 (the ‘Convention’). Because the Kingdom of the… Continue reading SERVICE IN THE NETHERLANDS ANTILLES OF FOREIGN JUDICIAL AND EXTRAJUDICIAL DOCUMENTS

The Netherlands Antilles maintains its reputation of pursuing high standards and integrity The Netherlands Antilles Government on a continuing basis is striving to introduce legislation and regulatory regimes in order to enhance its ability to attract quality business, and enable the country to maintain its reputation of pursuing high standards and integrity. Up-to-date legislation combating… Continue reading OVERVIEW ANTI-MONEY LAUNDERING REGULATIONS IN THE NETHERLANDS ANTILLES

A treaty is required International legal assistance There exists a treaty between the Kingdom of the Netherlands (of which the Netherlands Antilles form a part) and the United States of America regarding the mutual legal assistance regarding criminal matters. “Legal assistance” includes assisting with, or granting co-operation to an investigation, sending and/or obtaining documents, files,… Continue reading LEGAL ASSISTANCE IN CRIMINAL INVESTIGATIONS, EXTRADICTION AND ENFORCEMENT OF CRIMINAL JUDGMENTS BETWEEN THE UNITED STATES OF AMERICA AND THE NETHERLANDS ANTILLES

Shares or assets? If one wants to take over the control of a Netherlands Antilles based company there are two options: acquiring either (a majority of) the shares or acquiring the assets of the company. Share transfer There are no legal restrictions as to the transfer of shares of a company. According to corporate law,… Continue reading TAKE-OVER FORMALITIES UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Not every application is honored In order to establish a bank in the Netherlands Antilles a license granted by the Central Bank (‘Bank van de Nederlandse Antillen’) is required. The general rule in the Netherlands Antilles is that new banks are only admitted as long as the banking market provides sufficient opportunities for a sound… Continue reading ESTABLISHING A BANK IN THE NETHERLANDS ANTILLES

SEC Rules called ‘arbitrary’ The rules requiring most U.S. hedge funds to register with the SEC were struck down on 23 June 2006 by the U.S. Court of Appeals for the District of Columbia. This is a setback for the Securities and Exchange Commission (SEC). The Court called the rules requiring hedge funds with more… Continue reading UNITED STATES COURT OF APPEALS OVERTURNS SEC HEDGE FUND REGISTRATION RULES

More strict anti-money laundering regulations to be expected When you need to send money (from one country to another) you can use a company that offers money transfer services. In order to set up money transfer companies in the Netherlands Antilles, a license is required. To get such license, one has to comply with many… Continue reading MONEY TRANSFER REGULATIONS IN THE NETHERLANDS ANTILLES