Full value share is required On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. Concepts like registered, subscribed and contributed capital do not appear in the Ordinance. No minimum capital is therefore required, unless such a requirement is included in the articles of association.… Continue reading CAPITAL STRUCTURE OF THE ARUBA COMPANY WITH LIMITED LIABILITY
Tag: attorney
FRANCHISE AGREEMENTS UNDER THE LAWS OF ARUBA (II)
Case law regarding termination It can be concluded from a Netherlands Antilles case regarding failed negotiations for the continuation of a license agreement (franchising) (Antillean Family Foods NV vs Mc Donald’s Corporation, Supreme Court, February 26, 1993, NJ 1993, 289), that under certain circumstances the termination of an agreement may constitute an obligation (to negotiate… Continue reading FRANCHISE AGREEMENTS UNDER THE LAWS OF ARUBA (II)
FRANCHISE AGREEMENTS UNDER THE LAWS OF ARUBA (I)
What are called ‘franchises’ are not seldom mixed type agreements Franchise agreements are not defined in any Aruban statute and are not subject to any specific Aruban legislation. The franchise agreement is a sui generis agreement, subject to the general law of contracts. Distribution agreements are not subject to any specific Aruban legislation either, and… Continue reading FRANCHISE AGREEMENTS UNDER THE LAWS OF ARUBA (I)
GROUP RESTRUCTURING AND REFINANCING
Plan and act prudently: better to be safe than sorry Especially in these times of global economic and financial turmoil, a group (or part thereof) might want to consider restructuring and refinancing its operations or may be already in the process of doing so. When considering or carrying out such plans, careful thought must be… Continue reading GROUP RESTRUCTURING AND REFINANCING
PLC CROSS BORDER LAW FIRM RECOMMENDATIONS
Netherlands Antilles According to PLC Cross Border (Which lawyer?), Spigthoff Attorneys & Tax Advisers is one of two firms dominating the Netherlands Antilles market for international work, both on- and offshore. Spigthoff ranks high in corporate / M&A and dispute resolution. Martijn Welten, who specialises in corporate law, mergers & aquisitions and corporate litigation, is (highly)… Continue reading PLC CROSS BORDER LAW FIRM RECOMMENDATIONS
RIGHT OF SET-OFF UNDER DUTCH CARIBBEAN LAW
One of the most modern regimes in the world The legal concept of set-off may be defined as setting cross-claims off against each other to produce a single balance. For instance, if A were to have a claim against B for a sum of money, and B would have a cross-claim against A for a… Continue reading RIGHT OF SET-OFF UNDER DUTCH CARIBBEAN LAW
TEXAS BILLIONAIRE ALLEN STANFORD ACCUSED OF FRAUD
Stanford fraud charges tricker panic Fraud charges laid against Allen Stanford sparked panic across the Caribbean. Stanford and his companies, among them Stanford International Bank Ltd. (a private offshore investment bank in Antigua), Stanford Group Co. and Stanford Capital Management LLC are subject to a fraud inquiry. According to The Daily Herald “The ripple effects of the “massive… Continue reading TEXAS BILLIONAIRE ALLEN STANFORD ACCUSED OF FRAUD
TRANSFERS FOR NO CONSIDERATION UNDER THE LAWS OF THE DUTCH CARIBBEAN
The law protects creditors In general the law in the Netherlands Antilles does not prohibit transfers for no consideration. It should however be pointed out that under Netherlands Antilles law, statutory provisions exist which ensure that transactions whose only reason is to disadvantage creditors or make it impossible for them to seek recourse, may not… Continue reading TRANSFERS FOR NO CONSIDERATION UNDER THE LAWS OF THE DUTCH CARIBBEAN
GENERAL CONDITIONS UNDER THE LAWS OF THE DUTCH CARIBBEAN
General conditions may be nullified Since 1 January 2001 the Civil Code (CC) of Aruba and the Netherlands Antilles contains a section on general terms and conditions. By including this section in the CC the legislator tried to strengthen judicial supervision of the terms of general conditions in order to protect contracting parties against the… Continue reading GENERAL CONDITIONS UNDER THE LAWS OF THE DUTCH CARIBBEAN
THE LAWS OF TORT IN THE DUTCH CARIBBEAN
Unlawful acts and damage Section 6:162 paragraph 1 Netherlands Antilles Civil Code (NACC) stipulates four conditions for someone’s obligation to compensate damage based on an unlawful act (tort): A person has committed an unlawful act (onrechtmatige daad) against another person (the victim); and the act can be attributed (toegerekend) to that person; and the victim… Continue reading THE LAWS OF TORT IN THE DUTCH CARIBBEAN
INDEPENDENT SUPERVISORY BOARD IN THE DUTCH CARIBBEAN
Should be mandatory for government-owned entities Under the laws of the Netherlands Antilles, the main task of a board of supervisory directors is to supervise the board of managing directors of a limited liability company (NV or BV). The Corporate Code provides for two different kinds of boards of supervisory directors, a “regular” board of… Continue reading INDEPENDENT SUPERVISORY BOARD IN THE DUTCH CARIBBEAN
FINAL POSTING OF 2008
This will be my final posting for 2008. What a year. It feels as if the whole world has changed more rapidly than ever before and not only as a result of the economic turmoil. The year 2009 is about to begin and it won’t be an easy year. Many will suffer from the… Continue reading FINAL POSTING OF 2008