The management board is responsible for the day-to-day affairs The management board has the function of managing the legal entity, i.e., making policy and conducting the day-to-day management of such legal entity (NV, BV, Foundation or Association). The management board is responsible for the management of the entity and is authorized to represent it, except… Continue reading THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN LEGAL ENTITY
Tag: company
THE DISMANTLING OF THE NETHERLANDS ANTILLES
The Country known as the Netherlands Antilles will disappear as of 10-10-10 The country, the Netherlands Antilles, consists of Bonaire, Curacao, St. Maarten, St. Eustatius and Saba, and forms part of the Kingdom of the Netherlands. On 10 October 2010 the Netherlands Antilles will no longer exist. Two new countries will be born on that… Continue reading THE DISMANTLING OF THE NETHERLANDS ANTILLES
THE DUTCH CARIBBEAN INCORPORATION DOCTRINE
The courts apply the law of the state where the legal entity was incorporated The Netherlands Antilles adheres to the Incorporation Doctrine (Netherlands Antilles State Ordinance of 9 September 1960, which entered into force on the 10th of September 1960, P.B. 1960, 166). According to this doctrine, the internal affairs of a corporation are governed… Continue reading THE DUTCH CARIBBEAN INCORPORATION DOCTRINE
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
PREJUDICED INTERESTS OF MINORITY SHAREHOLDERS IN THE NETHERLANDS ANTILLES
They may force the company to take-over their shares Article 2:251(1) of the 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 NETHERLANDS ANTILLES
PIERCING THE CORPORATE VEIL IN ARUBA
Ignoring the legal personality of a company A shareholder is not personally liable for acts performed in the name of the company and is not liable to contribute to losses of the company in excess of the amount which he must pay to the company as contribution for his shares. There is therefore a legal… Continue reading PIERCING THE CORPORATE VEIL IN ARUBA
THREE QUESTIONS ON ARUBAN BANKRUPTCY LAWS
FAQ Question 1 In which cases and by whom may bankruptcy proceedings be initiated in accordance with Aruban bankruptcy law? Filing for bankruptcy may be done either by the debtor itself or by one or more of its creditors. If the debtor is a company, generally speaking the managing directors do not have the authority… Continue reading THREE QUESTIONS ON ARUBAN BANKRUPTCY LAWS
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