Liability of directors could be an issue Can directors of a company be held liable for inappropriate or fraudulent bookkeeping without being involved in this themselves and without having any knowledge about this? The reasoning would then be, that such directors have committed a tort towards those who have incurred damages by relying upon the… Continue reading LIABILITY FOR FRAUDULENT ACCOUNTS UNDER THE LAWS OF THE NETHERLANDS ANTILLES

The Central Bank may apply for emergency measures The Ordinance on the Supervision of Banking and Credit Institutions 1994 (the “Ordinance”) contains two important definitions: “credit institution“: an undertaking or entity which as an important part of its business obtains moneys, whether repayable directly or in due course, whether in the form of savings or… Continue reading EMERGENCY MEASURES IN RESPECT OF BANKS IN THE NETHERLANDS ANTILLES

Replacing a trustee requires justification The Netherlands Antilles or Aruban bankruptcy judge may at any time after having heard or after having properly summoned the bankruptcy trustee (‘curator’), dismiss the trustee and replace him by one or more other trustees. This can be done at the request of the debtor, the trustee himself, another trustee,… Continue reading REPLACING A BANKRUPTCY TRUSTEE IN THE NETHERLANDS ANTILLES OR ARUBA

Leading Dutch business journal “NRC Handelsblad” article on AESX and PPDAQ 1st August 2006 *Start capital on an Aruban exchange market There is a capital market revolution going on in Aruba. Small start up companies can now raise funds at the electronic stock exchange platform AESX. The scarcely lit law office of Andin Bikker is… Continue reading PRIVATE PLACEMENT EXCHANGE ON ARUBA

No minimum or maximum number Aruban law does not contain any provision as to the minimum or maximum number, nationality, residence etc. of the managing directors of an Aruba limited liability company (‘NV’). The only requirement that may be deducted from the Commercial Code of Aruba is that there is a board of managing directors.… Continue reading MEMBERS OF THE MANAGING BOARD OF AN ARUBAN COMPANY

The articles of association may contain quality-requirements According to the guidelines for the incorporation and for the amendment of articles of association of Aruban corporations, the articles of association of a limited liability company (‘NV’) may create an obligation to transfer stock in case certain specific circumstances occur – which circumstances have to be specified… Continue reading FORCED SHARE-TRANSFER UNDER THE LAWS OF ARUBA

U.S. Limited Liability Company used as model It is expected that Aruba will introduce a new corporate vehicle on 1 January 2007: the Corporation with Limited Liability (‘vennootschap met beperkte aansprakelijkheid’ or ‘VBA’). The VBA can be established in a form that resembles what a foreign shareholder encounters in his own legal system: the VBA… Continue reading ARUBA TO INTRODUCE A NEW LIMITED LIABILITY CORPORATION IN 2007

Only a supervisory director may represent the same Aruban law does not entail any provision regarding the representation of supervisory directors of a limited liability company (‘NV’). Also, the representation of managing directors is not specifically laid down in Aruban law. As the management board and the supervisory board are to a certain extend comparable,… Continue reading BY WHOM MAY SUPERVISORY DIRECTORS BE REPRESENTED UNDER THE LAWS OF ARUBA?

Can a shareholders’ meeting be held outside Aruba? According to article 88 of the Code of Commerce of Aruba, shareholders’ meetings must be held in Aruba. Although it could be argued that this rule is pointless as Aruban law allows shareholders to adopt resolutions in writing, and they therefore would not even actually have to… Continue reading SHAREHOLDERS’ MEETINGS AND VIDEO CONFERENCING UNDER THE LAWS OF ARUBA

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