Category: Legal

Reverse pierce of the corporate veil? In some countries if a corporation is to be regarded as the same or the alter ego of its shareholder, then the corporate or tax law authorizes a reverse pierce of the corporate veil, meaning that the corporation can be liable for the debts of its shareholder. If Netherlands… Continue reading CORPORATIONS AND THEIR ALTER-EGOS UNDER THE LAWS OF THE NETHERLANDS ANTILLES (I)

Not too much red-tape Notification issues are dealt with in the Ordinance on the Notification of Control in Listed Companies 1991 (‘Landsverordening Zeggenschap in ter Beurze Genoteerde Vennootschappen 1991’). This Ordinance basically applies if it concerns shares in a Netherlands Antilles public company with limited liability which is listed on a stock exchange. If we… Continue reading STOCK EXCHANGE ISSUES UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Hilton, Marriott and Hyatt are already part of this dream-destination (click here) Curacao is the Pearl and the Capital of the Caribbean The Netherlands Antilles form part of the Kingdom of the Netherlands. The other members of the Kingdom are Aruba and the Netherlands. The Netherlands Antilles in turn consist of five islands: Bonaire and… Continue reading TOURISM IS BOOMING ON CURACAO, THE NETHERLANDS ANTILLES

Interest income will trigger the 34.5% profit tax If a Netherlands Antilles based company is subject to the standard profit tax regime of the Netherlands Antilles this means that the applicable profit tax rate is 34.5%. Suppose this company acts as a holding company for a Dutch subsidiary. If that is the case the participation… Continue reading THE STANDARD PROFIT TAX REGIME OF THE NETHERLANDS ANTILLES

Only a minor set-back in the fight against terrorism The May 2004 ‘Passenger Name Records Agreement’ between European Union and United States authorities has been nullified by the European Court of Justice today because it lacks adequate legal basis. The nullification of the agreement is based on a legal technicality: its subject-matter fell outside the… Continue reading PASSENGER NAME RECORDS AGREEMENT HAS BEEN NULLIFIED BY THE EUROPEAN COURT

In doing business trust is a necessary element One (Donald Trump) is famous, built an empire (a.o. the famous ‘Trump towers’) and can be seen on various TV channels around the world and throughout the week, the other (me) is an attorney practising law in a rather remote area (a small island in the Caribbean… Continue reading DONALD TRUMP OR KAREL FRIELINK: WHO WOULD YOU TRUST MORE?

Any change of control requires the Central Bank’s approval Banks domiciled in the Netherlands Antilles are subject to supervision based on the National Ordinance Supervision Banking and Credit System (‘Landsverordening Bank- en Kredietwezen’). Any change of control regarding such bank, either direct or indirect, requires the prior approval of the Netherlands Antilles Central Bank. The… Continue reading ACQUIRING SHARES IN THE CAPITAL OF A NETHERLANDS ANTILLES BASED BANK

Transfer tax and ground tax According to the Netherlands Antilles Transfer Tax Ordinance (‘Overdrachtsbelastingverordening 1908’), transfer tax is in general levied from deeds and/or judgments of transfer of real estate (property) which are situated within the Netherlands Antilles. Also the creation or ceding of a right in rem, for example a long leasehold (‘erfpachtsrecht’), is… Continue reading TAXATION OF REAL PROPERTY IN THE NETHERLANDS ANTILLES

Shareholders have much freedom to organize their company the way they want Contrary to what one might expect, the Antillean public limited liability company (‘NV’) and private limited liability company (‘BV’) do not resemble the Dutch NV and BV. They are completely new, contemporary and revolutionary entities with unprecedented possibilities. The main object of the… Continue reading THE GENERAL MEETING OF SHAREHOLDERS IN THE NETHERLANDS ANTILLES

Ordinary negligence does not constitute liability Shareholders of a Netherlands Antilles public limited liability company (‘NV’) or private limited liability company (‘BV’) may choose between the English/American one-board (or one-tier) system and the traditional continental European two-tier system. In the one-tier system there is just one corporate body consisting of both executive and non-executive members.… Continue reading LIABILITY OF SUPERVISORY DIRECTORS IN THE NETHERLANDS ANTILLES

The judge may order third parties to disclose documents On August 1, 2005, the new code on civil procedure (the ‘Code’) became effective. According to Section 142 par. 1 of the Code, the court may, upon request of one of the parties, order a third party to provide information and to produce documents (including electronic… Continue reading THIRD PARTY DISCOVERY PROCEEDINGS IN THE NETHERLANDS ANTILLES