Lessons for the government 1. Why is good corporate governance necessary? Basically, corporate governance is about the structures and processes for the direction and control of a company. Corporate governance is intended to increase the accountability of a company and to avoid massive disasters before they occur. It is held that good corporate governance helps… Continue reading CORPORATE GOVERNANCE IN CURACAO
Tag: board
THE ARUBA PUBLIC LIMITED LIABILITY COMPANY
Managing and supervisory directors’ liability I will refer only to the Aruba NV type of company, otherwise known as the public limited liability company, governed by the Commercial Code of Aruba. Furthermore, I will discuss only the basic concept of managing and supervisory directors’ liability. Duties Section 106(1) of the Aruba Commercial Code (ACC) provides… Continue reading THE ARUBA PUBLIC LIMITED LIABILITY COMPANY
SUPERVISORY DIRECTORS ARE A TYPE OF BAYWATCHERS
When you dress a lizard in a suit you will have trouble with his tail! A seminar on Financial Institutions and their Supervisor was held in Aruba on Wednesday April 20, 2016. The seminar was organized by the Aruba Bankers’ Association & Insurance Association of Aruba. I was one of the keynote speakers and delivered… Continue reading SUPERVISORY DIRECTORS ARE A TYPE OF BAYWATCHERS
DIRECTORS’ LIABILITY IN THE DUTCH CARIBBEAN
Personal and several liability The members of the Board of Directors are personally and severally liable towards the NV (or BV, as the case may be) 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 the… Continue reading DIRECTORS’ LIABILITY IN THE DUTCH CARIBBEAN
ARUBAN LAW REGARDING CORPORATE AUTHORITY
The Aruba Trade Register should be checked The laws of Aruba provide that, subject to restrictions laid down by any statutory provision or a corporation’s articles of association, the board of directors of a company shall be competent to represent the company, i.e. a limited liability company (NV, AVV or VBA). In the event of… Continue reading ARUBAN LAW REGARDING CORPORATE AUTHORITY
DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA
Drag-along rights may be validly created On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. 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 (VBA). Generally,… Continue reading DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA
SEPARATION BETWEEN LEGAL AND BENEFICIAL OWNERSHIP OF SHARES IN THE DUTCH CARIBBEAN
The beneficial owner of shares is not a shareholder On March 1, 2004 the act on corporate law (Book 2 Netherlands Antilles Civil Code) became effective. The Act governs NVs (‘public limited liability company’) and BVs (‘private limited liability company’). The main object of the legislator was to provide flexibility and maximum freedom for organization and… Continue reading SEPARATION BETWEEN LEGAL AND BENEFICIAL OWNERSHIP OF SHARES IN THE DUTCH CARIBBEAN
THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY
Answers to foreign counsel queries A Netherlands Antilles company (NV or BV) may have assets, both local and foreign. Not seldom such a company wants to sell all or a portion of its assets. If foreign assets or a foreign buyer is involved, foreign counsel always asks questions about the laws of the Netherlands Antilles.… Continue reading THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY
A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV
There are similarities and differences There are certain similarities between the Dutch and the Antillean BV, in fact they are fundamentally the same type of entity. The main object of the Antillean legislator was, however, flexibility and maximum freedom of organization and presentation. Accordingly, the Antillean Act contains few mandatory provisions, such as provisions relating… Continue reading A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV
THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY
Incorporating an NV or BV is not a hassle The act on corporate law (Book 2 Netherlands Antilles 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 and “plain-vanilla” (local) activities. A notarial… Continue reading THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY
THE CUSTODY OF SECURITIES IN THE NETHERLANDS CARIBBEAN
Separate legal entity Generally, securities that must be held by a Netherlands Antilles bank on behalf of its clients will be held by a custodian. In most cases the custodian is either a foundation (‘stichting’) or a wholly owned subsidiary (NV or BV) of the bank. The scope of the activities of the custodian will… Continue reading THE CUSTODY OF SECURITIES IN THE NETHERLANDS CARIBBEAN
THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (III)
Case law the principle of good faith A legal entity and all involved in its organization have a legal duty to behave towards each in accordance with the principles of reasonableness and fairness, i.e. (objective) good faith. A provision or requirement contained in a legal entity’s articles of association or by-laws, may be set aside… Continue reading THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (III)