Various matters not yet discussed here As per April 1, 2014 the amended Corporate Code (Book 2 Civil Code) of St. Maarten entered into force. The prohibition of appointing Supervisory Directors besides a ‘one-tier Board’ has been deleted (Article 2:19 paragraph 1 Corporate Code). Supervisory Directors being a legal entity are allowed to a limited… Continue reading NEW CORPORATE CODE SINT MAARTEN
Tag: association
AMENDED SINT MAARTEN LEGISLATION ON CONFLICTING INTEREST
The new law gives shareholders more freedom As per April 1, 2014 the amended Corporate Code (Book 2 Civil Code) of St. Maarten entered into force. Among other things, the provisions with regard to conflicting interest have been thoroughly reviewed and strongly curtailed. The basic rule provides that the authority with regard to certain legal… Continue reading AMENDED SINT MAARTEN LEGISLATION ON CONFLICTING INTEREST
REVISED SINT MAARTEN LEGISLATION ON DIRECTORS’ LIABILITY IN BANKRUPTCY
Improper bookkeeping may result in liability As per April 1, 2014 the amended Corporate Code (Book 2 Civil Code) of St. Maarten entered into force. Among other things, the provisions with regard to Managing Director’s liability have been improved. In the event of the bankruptcy of the legal entity each Managing Director is jointly and… Continue reading REVISED SINT MAARTEN LEGISLATION ON DIRECTORS’ LIABILITY IN BANKRUPTCY
NEW SINT MAARTEN LEGISLATION ON CORPORATE REPRESENTATION
Restrictions in managing authority work through into the representative authority As per April 1, 2014 the amended Corporate Code (Book 2 Civil Code) of St. Maarten entered into force. Restrictions of the managing authority can arise from a by-law or a corporate agreement. Individual Managing Directors exercise their powers with due observance of the resolutions… Continue reading NEW SINT MAARTEN LEGISLATION ON CORPORATE REPRESENTATION
OUTBOUND MERGER INTRODUCED IN SINT MAARTEN
Outbound mergers now possible As per April 1, 2014 the amended Corporate Code (Book 2 Civil Code) of St. Maarten entered into force. The possibility already existed that in connection with a merger, a foreign legal entity as the disappearing legal entity merges with a comparable legal form of the Corporate Code of St. Maarten… Continue reading OUTBOUND MERGER INTRODUCED IN SINT MAARTEN
INQUIRY PROCEDURE INTRODUCED IN SINT MAARTEN
The Joint Court is the forum of choice for corporate disputes As per April 1, 2014 the amended Corporate Code (Book 2 Civil Code) of St. Maarten entered into force. The new legislation introduces a so-called inquiry procedure for, amongst others, limited liability companies. The corporate inquiry procedure (a.k.a. investigation proceedings) can result in a… Continue reading INQUIRY PROCEDURE INTRODUCED IN SINT MAARTEN
GOVERNMENT-OWNED COMPANIES
Opposing views on political influence Few people would argue that the rules issued by the state (government) must also be correctly and strictly observed by that same state. It cannot be well conceived that, for example, the police and Public Prosecutor’s Office (as instruments of the state) should be allowed to violate the law with… Continue reading GOVERNMENT-OWNED COMPANIES
THE INCORPORATION OF A CURACAO LIMITED LIABILITY COMPANY
Incorporating an NV or BV is not a hassle The act on corporate law (Book 2 Curaçao Civil Code) governs the NV (‘public limited liability company’) and BV (‘private limited liability company’). These companies can be used for group finance or holding activities, (international) joint-ventures, funds, structured finance, as a Curaçao Trust and for “plain-vanilla”… Continue reading THE INCORPORATION OF A CURACAO LIMITED LIABILITY COMPANY
IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (I)
Liability of the 2nd degree director Under Section 2:17 subsection 1 of the Curaçao Civil Code, the liability of a legal entity as a director of another legal entity (the direct or 1st degree director) also rests jointly and severally on each person who at the time this liability arose for the legal entity was… Continue reading IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (I)
DIRECTORS’ LIABILITY IN CURACAO
Quasi-director may be held liable too The members of the board of managing directors are personally and severally liable towards the limited liability company (NV or BV) for any loss caused by the improper performance of duties. Each member of the board who proves that he cannot be blamed for such improper performance and that… Continue reading DIRECTORS’ LIABILITY IN CURACAO
ORDER OF THE COMMON APPEAL COURT OF CURACAO CONCERNING THE RIGHT TO INSTITUTE AN INQUIRY
The Appeal Court has taken several fundamental decisions On 5 March 2013 the Common Court of Justice of Aruba, Curacao, Sint Maarten and of Bonaire, Sint Eustatius and Saba (case: Ghis 55769 – HAR 28/12) issued an order in connection with inquiry proceedings. This order contains three major considerations. The right of legal entities (including… Continue reading ORDER OF THE COMMON APPEAL COURT OF CURACAO CONCERNING THE RIGHT TO INSTITUTE AN INQUIRY
BESCHIKKING INZAKE ENQUETERECHT GEMEENSCHAPPELIJK HOF CURACAO
Het Hof neemt enkele principiële beslissingen Op 5 maart 2013 heeft het Gemeenschappelijk Hof van Justitie van Aruba, Curaçao, Sint Maarten en van Bonaire, Sint Eustatius en Saba (zaak: Ghis 55769 – HAR 28/12) een beschikking in het kader van een enquêteprocedure gegeven. Drie belangrijke overwegingen worden hier genoemd. Het enquêterecht voor rechtspersonen (waaronder naamloze… Continue reading BESCHIKKING INZAKE ENQUETERECHT GEMEENSCHAPPELIJK HOF CURACAO