FAQ Question 1 Are there any particular issues that concern foreign plaintiffs in the Netherlands Antilles? If proceedings on the merits are initiated by a non-resident plaintiff, the defendant may ask the court to order that the plaintiff provide security for damages, costs and interest which it might be liable to pay as a result… Continue reading THREE QUESTIONS ABOUT DUTCH CARIBBEAN CIVIL PROCEEDINGS
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CAN A FOREIGN COMPANY BUY SHARES IN A DUTCH CARIBBEAN COMPANY?
Generally speaking: yes Under Netherlands Antilles law, no specific requirements exist regarding the purchase of shares in a Netherlands Antilles offshore company by a foreign company. The Netherlands Antilles do not have any anti-trust regulations. In the Netherlands Antilles there are no statutory requirements preventing the sale of one or all the shares issued and… Continue reading CAN A FOREIGN COMPANY BUY SHARES IN A DUTCH CARIBBEAN COMPANY?
A JOINDER BETWEEN PARTIES IN THE DUTCH CARIBBEAN
An interest must be proved When two parties are involved in legal proceedings a third party may request permission to join the proceedings thereby to joining with one party in raising defense against the other (‘voeging’). Alternatively, a third party may request permission to intervene (‘tussenkomen‘) in pending proceedings, in which case neither party is… Continue reading A JOINDER BETWEEN PARTIES IN THE DUTCH CARIBBEAN
PLEDGING FUTURE RECEIVABLES IN THE DUTCH CARIBBEAN
Bankruptcy pledgor will prevent valid pledge Under the laws of the Netherlands Antilles, a right of pledge may be established on future receivables, however, the right of pledge on a future receivable will only be perfected the moment such a receivable comes into existence, provided that, at such a time, the pledgor is authorized to… Continue reading PLEDGING FUTURE RECEIVABLES IN THE DUTCH CARIBBEAN
PREJUDICED INTERESTS OF MINORITY SHAREHOLDERS IN THE DUTCH CARIBBEAN
A minority shareholder may force the company to take-over his shares Article 2:251(1) Netherlands Antilles Civil Code reads as follows: “A shareholder of registered shares, whose rights or interests are prejudiced to such an extent, by the conduct of the company or one or more co-shareholders, that a continuation of his shareholding cannot reasonably be required… Continue reading PREJUDICED INTERESTS OF MINORITY SHAREHOLDERS IN THE DUTCH CARIBBEAN
DRAG-ALONG RIGHTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
Drag-along rights may be validly created A drag-along right is a right that enables a majority shareholder to force a minority shareholder to join in the sale of his shares in a company (NV or BV). The majority shareholder doing the dragging must give the minority shareholder the same price, terms, and conditions that apply… Continue reading DRAG-ALONG RIGHTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
WHAT IF A LENDER BECOMES A SHAREHOLDER OF THE BORROWER IN THE DUTCH CARIBBEAN?
The obligation to repay still ranks pari passu If a lender takes over the shares in a borrower, the ranking of the borrower’s obligation to repay the loan does not change. Such obligations will continue to rank pari passu with the other creditors. Let me give you an example. In the event of dissolution of… Continue reading WHAT IF A LENDER BECOMES A SHAREHOLDER OF THE BORROWER IN THE DUTCH CARIBBEAN?
DECLARING DIVIDENDS IN THE DUTCH CARIBBEAN
Resolutions only marginally examined by the court Directly connected to the approval of annual accounts, the general meeting of the NV (or BV, as the case may be) or any other body designated in the articles of incorporation, shall resolve the distribution or reservation of profits according to aforementioned annual accounts and the payment of… Continue reading DECLARING DIVIDENDS IN THE DUTCH CARIBBEAN
DUTCH CARIBBEAN PRIVATE INTERNATIONAL LAW
The legal effects doctrine: an exception to the lex loci delicti rule Under Dutch Caribbean rules of private international law, a claim arising from an unlawful act is governed, in the absence of a choice of jurisdiction by the parties, by the law of the country were the unlawful act was committed (lex loci delicti).… Continue reading DUTCH CARIBBEAN PRIVATE INTERNATIONAL LAW
INADEQUATE CAPITALIZATION IN THE DUTCH CARIBBEAN
Liability for thin-capitalization? In terms of ‘piercing the corporate veil’, thin or inadequate capitalization usually means capitalization that is not in proportion to the nature of the risks the business of the corporation necessarily entails; in other words it is based on likely economic needs rather than legal requirements. Shareholders of a company in the… Continue reading INADEQUATE CAPITALIZATION IN THE DUTCH CARIBBEAN
THE FINANCIALS OF A DUTCH CARIBBEAN COMPANY
Management’s responsibility According to Netherlands Antilles law, annually, within eight months after the company’s financial year has ended, (unless this term has been extended by the general meeting) annual statements must be drawn up by the management board and submitted to the general meeting of shareholders. The annual statements, comprising the balance sheet, profit and loss account and… Continue reading THE FINANCIALS OF A DUTCH CARIBBEAN COMPANY
MORATORIUM OF PAYMENTS IN THE DUTCH CARIBBEAN (II)
The debtor may make an offer of composition The nature of a Netherlands Antilles’ moratorium differs substantially from a moratorium under US law and does, in particular, not cause pending proceedings to be stayed. Generally, a moratorium in the Netherlands Antilles protects a debtor from claims existing at the time of the moratorium. It does not prevent litigating… Continue reading MORATORIUM OF PAYMENTS IN THE DUTCH CARIBBEAN (II)