Category: Legal

The cause must be material A party to an employment agreement may be confronted with situations in which one cannot reasonably be expected to continue the employment relationship. If the employee causes this situation, the employer is entitled to terminate the agreement without notice and with immediate effect and without any permit being required. Examples… Continue reading TERMINATION OF AN EMPLOYMENT AGREEMENT FOR URGENT CAUSE

Temporary relief The objective of a moratorium (‘suspension of payment’) is reorganization. In many cases, however, it is the first step towards bankruptcy. The most important benefit of a moratorium is that the debtor is given temporary relief against pressing creditors in order to reorganize and continue in business and ultimately to satisfy creditors’ claims.… Continue reading A MORATORIUM OF PAYMENT IN ARUBA AND THE NETHERLANDS ANTILLES

Statutory requirements for keeping documents For Netherlands Antilles tax purposes and according to the General Ordinance on National Taxes (this law contains general rules applicable to the income tax, wage tax, profit tax, ship registration tax, conveyance tax, inheritance and transfer tax, ground tax, turnover tax {St. Maarten} and sales tax) there are some statutory… Continue reading THE STORAGE OF TAX RELATED DOCUMENTS

Bearer shares versus registered shares There are no legal restrictions as to the transfer of shares of a company. According to corporate law, the articles of association of a company may provide for certain restrictions. Regarding registered shares, a share transfer deed has to be entered into between the transferor and transferee. In addition, for… Continue reading A SHARE TRANSFER UNDER NETHERLANDS ANTILLES LAW

Product liability can be based on tort or breach of contract Product liability is about the liability of manufacturers of any product for damage caused by that product. A product is defective if it does not provide the level of safety that the community generally is entitled to expect. Product liability can be based on… Continue reading PRODUCT LIABILITY UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

A lawyer’s letter is for the purpose of reviewing management’s evaluations regarding claims The management board of a Netherlands Antilles company has a duty to account to the shareholders’ meeting, which is embodied in the duty to draw up and submit the annual accounts and annual reports to the shareholders’ meeting. The general meeting (or… Continue reading LAWYER’S LETTERS IN THE NETHERLANDS ANTILLES

Squeeze out measures can rather easily be enforced A shareholder who owns ninety five percent or more of the issued capital of a Netherlands Antilles company may initiate legal proceedings to require all of the other shareholders to transfer their shares to them (‘uitkoopregeling’). The articles of association may provide for a lower percentage, provided… Continue reading FORCED BUY-OUT OF MINORITY SHAREHOLDERS UNDER NETHERLANDS ANTILLES LAW

Tax issues should be addressed Suppose your company has formed a non-distributed profit reserve. You may choose to distribute it as regular dividend. Alternatively, your company could issue new, so-called ‘bonus’, shares to you, which would as it were be paid-up from the non-distributed reserve. Such conversion might qualify as a (deemed) distribution of dividend,… Continue reading WHAT TO DO WITH UNDISTRIBUTED PROFITS OF A NETHERLANDS ANTILLES COMPANY?

There is a duty of confidentiality on banks not to disclose customer information Bank secrecy rules protect the confidentiality of customer data. Customer data is any information relating to an identified or identifiable customer. Bank secrecy rules apply to all information relating to any banks business or information which the bank obtains in the course… Continue reading BANK SECRECY IN THE NETHERLANDS ANTILLES AND ARUBA

The balance sheet and profit & loss account must be retained in paper form The Netherlands Antilles Civil Code requires a company to keep its accounts and retain relevant data in such a manner that its obligations can be known at all times. This obligation to ‘keep and retain’ has to be met in such… Continue reading REPLACEMENT OF PHYSICAL BY ELECTRONIC FILES UNDER NETHERLANDS ANTILLES LAW

The conduct of parties to a contract is subject to reasonableness and fairness Under Aruba and Netherlands Antilles law, the general rule is that a debtor is liable for his obligations with all his assets. It is customary for banks to require collateral prior to lending money. A bank (or other lender) may stipulate that… Continue reading LIABILITY OF A DEBTOR UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES