When should the notification be given? Netherlands Antilles Special Purpose Vehicles (‘SPVs’) are frequently used in cross-border financing transactions, including (synthetic and cash) securitizations, repackagings, collateralized debt obligations (‘CDOs’) and collateralized loan obligations (‘CLOs’) and leasing transactions, MTN and other note issuance programs. Under Netherlands Antilles law receivables can be transferred unless a statutory or… Continue reading SECURITIZATION AND THE TRANSFER OF RECEIVABLES UNDER THE LAWS OF THE NETHERLANDS ANTILLES

Certain limitations apply Under certain conditions it is possible to obtain a tax-exempt status for a Netherlands Antilles private limited liability company (‘BV‘). As a consequence of this status, such a BV will not be subject to Netherlands Antilles corporate income tax. To obtain such status the following criteria will have to be met: 1.… Continue reading THE NETHERLANDS ANTILLES TAX-EXEMPTED PRIVATE LIMITED LIABILITY COMPANY

Preliminary hearing of witnesses Although witnesses are most commonly heard during legal proceedings, they may be heard before. The preliminary hearing of witnesses is a special procedure created to avoid unnecessary proceedings or proceedings based on a mistaken legal assumption or mistaken identity. A request to examine witnesses prior to the proceedings is made to… Continue reading WITNESSES IN THE NETHERLANDS ANTILLES

Shareholder primacy versus stakeholder approach The Anglo-Saxon model (USA, UK) can be characterized as follows: – the corporation is a continuation of the shareholders; shareholders primacy; and – the main aim of the corporation is to maximize profits. The continental model (continental Europe, Netherlands Antilles, Aruba and Japan) on the contrary: – the corporation is… Continue reading A NETHERLANDS ANTILLES COMPANY: ANGLO-SAXON AND/OR CONTINENTAL?

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