Category: Legal

The Board can be organized as one-tier or two-tier Except for restrictions in the articles of association of a Netherlands Antilles NV or BV, the Board of Directors is responsible for the management of the company and is authorized to represent it. The Board may consist of natural persons and/or legal entities. The Board of… Continue reading THE ULTIMATE CORPORATE ADVENTURE (VI)

The meeting of shareholders decides on the distribution or withholding of profits Under Netherlands Antilles law, it is not necessary to give all shares a right to share in the profits. If shares have a par value, it is obvious that the right to share in the profits is related to that value. If there… Continue reading THE ULTIMATE CORPORATE ADVENTURE (V)

No minimum capital is required Concepts like registered, subscribed and contributed capital do not occur in the Netherlands Antilles Corporate Act. Therefore, no minimum capital is required, unless such a requirement is included in the articles of association of an NV or BV. There can be voting shares, non-voting shares and shares with restricted voting… Continue reading THE ULTIMATE CORPORATE ADVENTURE (IV)

A government certificate of no objection is not required For the formation of a Netherlands Antilles NV or BV and for any amendment of articles of association a notarial deed is required. However, the formation can take place quickly (within hours if necessary) and without many other formalities. The founders of the NV or BV… Continue reading THE ULTIMATE CORPORATE ADVENTURE (III)

The NV and BV are entities with unprecedented possibilities On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code; the “Act”) became effective. Contrary to what one might expect, the Antillean NV (public limited liability company) and BV (private limited liability company) do not resemble the Dutch NV and… Continue reading THE ULTIMATE CORPORATE ADVENTURE (II)

Former versus new legislation Prior to 1 March 2004, the transfer of the registered office of a Netherlands Antilles public limited liability company (NV) was regulated and provided for by the National Ordinance on the transfer of registered office. Pursuant to article 3 (1) (a) of this Ordinance, an NV can transfer its registered office… Continue reading SEAT TRANSFER UNDER NETHERLANDS ANTILLES LAW

It is advisable to consider a custody term of 20 years Pursuant to article 42 of the National Ordinance on the supervision of Bank and Credit Institutions 1994 (‘Landsverordening toezicht bank- en kredietwezen’) a credit institution is obliged to, during at least 10 years, keep all letters, records, and data carriers in respect of its… Continue reading STATUTORY REQUIREMENTS FOR KEEPING DOCUMENTS BY CREDIT INSTITUTIONS UNDER NETHERLANDS ANTILLES LAW

The Central Bank of Aruba is the supervisor Supervision on conducting insurance business is regulated by the Central Bank of Aruba (‘Centrale Bank van Aruba’) in the State Ordinance containing regulations on the supervision of the Insurance Business. The Ordinance divides the insurance business into life insurance and general insurance. The general insurance business consists… Continue reading REGULATION OF INSURANCE BUSINESS ON ARUBA

Know Your Client Principle (KYC) Based on the recommendations of the Financial Action Task Force (FATF) and the Caribbean Financial Action Task Force (CFATF) on money laundering, the Netherlands Antilles have inter alia implemented two national ordinances: (i) the National Ordinance Reporting of Unusual Transactions 1996 (‘Landsverordening Melding Ongebruikelijke Transacties’); and (ii) the National Ordinance… Continue reading IDENTIFICATION OF PERSONS UNDER NETHERLANDS ANTILLES LAW

At least one general meeting per year must be held There are no dates determined or location(s) specified for the meetings of the board of directors under Netherlands Antilles law. The articles of association of a company (NV or BV) may determine specific dates and/or specify location(s) for the meeting(s) of the board of directors.… Continue reading CORPORATE ISSUES UNDER NETHERLANDS ANTILLES LAW

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

The solicitation of repayable funds is prohibited The Netherlands Antilles National Ordinance on the supervision of banking and credit institutions 1994 (‘Landsverordening toezicht bank- en kredietwezen’) does not use the term ‘bank’ (other than when referring to the Central Bank of the Netherlands Antilles). It prohibits anyone to engage in the business of a Credit… Continue reading CREDIT INSTITUTIONS UNDER NETHERLANDS ANTILLES LAW