Category: Legal

Amendments may be adopted by a simple majority The general meeting of shareholders may amend the articles of an NV or BV save for limitations in the articles itself. Unless the articles provide otherwise, amendments need to be adopted by a simple majority of votes. Usually, the articles require a special majority (e.g. 75% of… Continue reading AMENDING THE ARTICLES OF ASSOCIATION OF A NETHERLANDS ANTILLES COMPANY

The amount of fees depends on the nature of the company Expenses incurred on the incorporation of a Netherlands Antilles NV (public limited liability company) or BV (private limited liability company) will include the following: – fee of the civil law notary – costs of name searches – registration fee chamber of commerce – costs… Continue reading COSTS OF INCORPORATION OF A NETHERLANDS ANTILLES COMPANY

The chamber maintains a commercial register The Chamber of Commerce maintains a commercial register (‘handelsregister’) which is open to public inspection. Upon the incorporation of a legal entity, in particular companies like the Netherlands Antilles NV and BV, the entity must be registered at the commercial register and an authentic copy of the notarial deed… Continue reading REGISTRATION AT THE CHAMBER OF COMMERCE IN THE NETHERLANDS ANTILLES

The nominal value may be expressed in different currencies The Netherlands Antilles Guilder is the official currency of the Netherlands Antilles. In The Netherlands the Euro is the official currency as of 1 January 2002. The nominal value, if any, of shares in the capital of a Netherlands Antilles company (NV or BV) may be… Continue reading THE NOMINAL VALUE OF SHARES IN A NETHERLANDS ANTILLES COMPANY

One share with full value must remain outstanding A Netherlands Antilles company (NV or BV) may only acquire shares in its own capital from third parties as long as the net equity of the company is not negative and will not become negative as a result of such transaction. If the company has a nominal… Continue reading ACQUISITION OF SHARES BY A NETHERLANDS ANTILLES COMPANY

The Supreme Court in The Hague is the highest Dutch court The court of first instance consists of judges who are a member of the Joint High Court of Justice. Each case is handled by one judge. Court sessions take place on Aruba, Curacao, Bonaire, St. Maarten, St. Eustatius and Saba. There is also a… Continue reading THE COURT SYSTEM OF THE NETHERLANDS ANTILLES AND ARUBA

An excellent down-to-earth approach On 3 November 2005, the Netherlands Antilles Bar Association launched its website: www.ordevanadvocaten.an. Unfortunately, the website is in Dutch only. Information can be found on several subjects, e.g. a list of attorneys / lawyers, how to deal with complaints, legislation, job offers and tariffs. Karel Frielink Attorney (Lawyer) / Partner

Banks have an obligation to exercise due care In the Netherlands Antilles and Aruba, no separately defined body of law exists with regard to the relationship between a bank and its customer. The standard general terms and conditions applied by banks in the Netherlands Antilles and Aruba have an important function in the legal relationship… Continue reading THE DUTY OF CARE OF BANKS UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA

Shot Gun, Piggy-Back, Carry-Along or Right of First Refusal The right of first refusal means that a shareholder may sell all of his shares to a third party, provided he has first offered those shares to the other shareholders (on the same terms and conditions). Carry-along (or drag-along) means that a minority shareholder is forced… Continue reading TRANSFER PROVISIONS REGARDING SHARES UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

Offshore companies must have one local director or representative In order to obtain and maintain the requisite exemption from foreign exchange control regulations, at least one managing director or one local representative of a Netherlands Antilles NV or BV must be resident in the Netherlands Antilles. Trust service providers in the Netherlands Antilles can provide… Continue reading QUALIFICATIONS REGARDING DIRECTORS OF A NETHERLANDS ANTILLES COMPANY

The formal employer is not always liable According to the Supreme Court an employer bears liability for damage caused by an employee to thirds parties, if “the chance of committing the failure has been increased by the assignment to perform [his] tasks and in case… the person by whom he was employed, had a direct… Continue reading LIABILITY OF THE EMPLOYER FOR ACTS OF AN EMPLOYEE UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES