COMPANY LAW IN THE DUTCH CARIBBEAN AND SURINAME
Five more or less similar corporate codes
The Caribbean part of the Kingdom of the Netherlands comprises Aruba, Bonaire, Curaçao, Sint Maarten, Sint Eustatius, and Saba. Bonaire, Sint Eustatius, and Saba (the BES islands) have a joint corporate code (Book 2 of the Civil Code). In Sint Maarten, Book 2 of the Civil Code applicable there was amended on November 20, 2019, and the same amendments (with a few differences) were implemented in Curaçao on January 1, 2021. On January 1, 2021, a Book 2 of the Civil Code came into force in Aruba, which has a slightly different structure …
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CROSS-BORDER CONVERSIONS AND MERGERS IN THE DUTCH ANTILLES
No outbound mergers allowed
According to the laws of the Netherlands Antilles, a limited liability company (NV or BV) may convert to a foreign legal entity provided that under the laws governing such a foreign legal entity the consequence of such conversion shall be the continued existence of the company as a legal entity – in its new legal form. The Netherlands Antilles Corporate Code also allows a foreign legal entity to convert to a Netherlands Antilles legal entity.
The Netherlands Antilles corporate Code does not permit a merger of a Netherlands Antilles company, as the disappearing company, into a …
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