Legal entities under supervision So far we have only looked at legal entities not under the supervision of the Central Bank of Curacao and St. Maarten (CBCS). Just a few words about institutions that are under supervision. The following applies to banks with a registered seat in Curacao for instance. These entities have a license… Continue reading CROSS BORDER CONVERSION AND MERGER (part 10)
Tag: corporate lawyer
CROSS BORDER CONVERSION AND MERGER (part 9)
The cross-border merger We now look at the cross-border legal merger. Before 1 January 2012 the possibility already existed in Curacao that in connection with a merger, a foreign legal entity as the disappearing legal entity could merge with a comparable legal form of Book 2 of the Civil Code on the condition that the… Continue reading CROSS BORDER CONVERSION AND MERGER (part 9)
CROSS BORDER CONVERSION AND MERGER (part 8)
Changes in Curacao as of 1 January 2012 The most important amendment in the Curacao provision with regard to the conversion of an NV or BV into a foreign legal entity (outbound) is that the requirement of the personal notice of liability by managing directors and shareholders has been removed as from 1 January 2012… Continue reading CROSS BORDER CONVERSION AND MERGER (part 8)
CROSS BORDER CONVERSION AND MERGER (part 7)
The conversion of or into a foundation If a foreign legal entity wants to be converted into a Curacao foundation (inbound) the Court in Curacao must grant consent (Section 2:303 subsection 2 of the Civil Code). I was unable to find any explanation of this in the Explanatory Memorandums of Book 2 of the Civil… Continue reading CROSS BORDER CONVERSION AND MERGER (part 7)
CHAMBERS AND PARTNERS QUALITY RANKINGS 2013
Spigt Dutch Caribbean still a number 1 firm International publisher Chambers and Partners published its global ranking of law firms ‘Chambers Global’ on 14 March 2013. In its survey Chambers Global 2013, Chambers and Partners ranks Spigt Dutch Caribbean as Leading Firm. Chambers in its survey: This corporate heavyweight continues to attract plaudits for its… Continue reading CHAMBERS AND PARTNERS QUALITY RANKINGS 2013
CROSS BORDER CONVERSION AND MERGER (part 6)
The conversion under the law of Curacao Back to Curacao and the doctrine of conversion. I only intend to discuss several aspects of this. The conversion has been provided for in Sections 2:300 et seq. of the Civil Code. The conversion of a foreign legal entity into a Curacao entity has been provided for in… Continue reading CROSS BORDER CONVERSION AND MERGER (part 6)
CROSS BORDER CONVERSION AND MERGER (part 5)
Aruba Aruba has already been ‘a foreign country’ for quite some time compared with Curacao for instance. After Aruba left the Netherlands Antilles, a transfer of seat to or from the Netherlands Antilles was no longer possible. If there was a desire to transfer the seat of a company registered in Aruba to Curacao or… Continue reading CROSS BORDER CONVERSION AND MERGER (part 5)
CROSS BORDER CONVERSION AND MERGER (part 4)
From Bonaire to the Netherlands? In 2011 attempts were made to transfer a BV with its registered seat in Bonaire to Rotterdam by means of an amendment to the articles of association whereby the old registered seat was replaced by the new one and the articles of association of the BV were organized according to… Continue reading CROSS BORDER CONVERSION AND MERGER (part 4)
CROSS BORDER CONVERSION AND MERGER (part 3)
Within the Kingdom Under the Transfer of Seat Ordinance it is for instance impossible to transfer to Aruba or St. Maarten. Article 38 paragraph 4 of the Charter of the Kingdom of the Netherlands provides that the subject of transfer of seat of legal entities must be regulated in a Kingdom Act. Agreement between the… Continue reading CROSS BORDER CONVERSION AND MERGER (part 3)
CROSS BORDER CONVERSION AND MERGER (part 2)
Transfer of the seat The cross-border conversion was already known in the past as the doctrine of the transfer of the seat. Just a few words about this. The transfer of seat had been regulated in the Transfer of Seat to Third Countries Ordinance (Landsverordening zetelverplaatsing derde landen). This Ordinance was repealed as from 1… Continue reading CROSS BORDER CONVERSION AND MERGER (part 2)
CROSS BORDER CONVERSION AND MERGER (part 1)
Recent developments The Netherlands Antilles ceased to exist as a country on 10 October 2010. Curacao and Sint Maarten have become independent countries within the Kingdom of the Netherlands, just as Aruba had already been for quite some time. Bonaire, St. Eustatius and Saba have become extraordinary municipalities of the Netherlands. These constitutional changes have… Continue reading CROSS BORDER CONVERSION AND MERGER (part 1)
CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 8)
Final remarks The receiver can be faced with a multitude of conflicting interests. Often he will be able to reach a weighing of interests relatively quickly and without many problems, but sometimes he has to balance on a thin bankruptcy tightrope. In doing so the law offers him hardly any support and neither does case… Continue reading CONFLICTING INTERESTS IN CURACAO INSOLVENCY LAW (part 8)