GOOD CORPORATE GOVERNANCE REVISITED
Where these rules not designed to protect companies from the government?
It has been my opinion for many years already that government-owned companies should be kept out of the political sphere as much as possible, so that they may benefit from a commercial, businesslike and market-oriented management. In doing so they also run less of a risk of being milked or used as political toys.
When the current government of Curacao came into power a couple of months ago, it made it very clear, right from the beginning, that it intended to dismiss all and any supervisory directors of both …
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REQUESTS FOR INFORMATION BY FOREIGN TAX AUTHORITIES
A request for information needs to contain specific information
The former Netherlands Antilles concluded several tax information exchange agreements (‘TIEA’) during recent years. These TIEAs also apply to the newly formed country Curacao. The Tax Arrangement for the Kingdom (‘TAK‘) is applicable within the Kingdom of the Netherlands, which includes Curacao. Article 37 of the TAK also contains the facilities for the exchange of information within the Kingdom.
Without a TIEA in place or a specific article in a double tax treaty facilitating the exchange of information between the treaty parties, the Curacao tax authorities would be prohibited from effectively exchanging …
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PROPOSED REVIEW DUTCH CARIBBEAN CORPORATE CODE
Various proposals not yes discussed here
The prohibition of appointing Supervisory Directors besides a ‘one-tier Board’ will be deleted (Article 2:19 paragraph 1 proposed bill). Supervisory Directors being a legal entity are allowed to a limited extent (Article 2:19 paragraph 3 proposed bill).
For the NV and the BV the law determines who has the right to attend meetings (Article 2:129/229 proposed bill). Unfortunately, in this connection no attention is given to the holders of depositary receipts for shares. In the case of concurred depositary receipts (i.e. certificates released with the co-operation of the corporation) I would prefer to grant the holders …
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PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON CONFLICTING INTEREST
The proposed bill gives shareholders more freedom
Earlier in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). Among other things, the provisions with regard to conflicting interest have been thoroughly reviewed and strongly curtailed.
The basic rule provides that the authority with regard to certain legal acts involving the legal entity and its Managing Director (e.g., agreements between the legal entity and its director) as well as lawsuits between a legal entity and its Managing Director rests with …
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PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON DIRECTORS’ LIABILITY IN BANKRUPTCY
Defects detected in the annual accounts drawn up may be relevant
Earlier in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). Hopefully, the Bill comes into force in 2011. Among other things, the provisions with regard to Managing Director’s liability have been improved.
In the event of the bankruptcy of the legal entity each Managing Director is jointly and severally liable to the estate for the deficit being the amount of the debts insofar as they cannot be …
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PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON REPRESENTATION
Restrictions in managing authority work through into the representative authority
Earlier in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). Hopefully, the Bill comes into force in 2011. Some of the proposed changes will be discussed here.
Restrictions of the managing authority can arise from a by-law or a corporate agreement. Individual Managing Directors exercise their powers with due observance of the resolutions of the Management Board (Article 2:8 paragraph 2 Civil Code). Subject to restrictions arising from …
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PRESENTING FACTS IN DUTCH CARIBBEAN COURT PROCEEDINGS
Facts must be presented fully and truthfully
Legal proceedings are initiated by a petition filed with the Courts. A petition is a document stating, among other things, the names and addresses of the parties, the nature of the dispute (including the relevant facts of the case), the competent court, and the demand for relief.
The significance of the petition should not be underestimated. Filing a petition with the court stops the statute of limitations running for that case. A petition should clearly state the facts and specify the relief sought, in order to enable the court to render a default …
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INQUIRY PROCEDURE TO BE INTRODUCED IN THE DUTCH CARIBBEAN
The Joint Court will become the forum of choice for corporate disputes
Earlier in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). The proposed legislation introduces a so-called inquiry procedure for, amongst others, limited liability companies. The inquiry procedure (a.k.a. investigation proceedings) can result in a court ordered investigation into the affairs of a corporation.
Shareholders of such a corporation (i.e. an NV or BV) may file a petition with the Joint Court of Justice of Aruba, Curacao …
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THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN LEGAL ENTITY
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 where restricted by the articles of incorporation.
The management board is the legal entity’s centre of gravity. The management board of a Curacao or St. Maarten company (NV or BV) combines the functions of executive directors and senior officers in a U.S. corporation, unless the …
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TODAY A NEW COUNTRY IS BORN: CURACAO
Pueblo di Korsou: Masha Masha Pabien!
People of Curacao: Heartfelt congratulations!
A new journey has started on a route never taken before. Let us all take pride in our heritage and let us embrace our new country and mix the two with love and respect. We should value diversity and show respect for each other’s traditions. Together, we can build a nation, our nation. To do so we will need to build bridges, not divisions.
The task of building a nation with freedom, opportunity and justice for all is a great endeavor that has to include us all. All our …
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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 date: the country Curacao and the country St. Maarten. Both new countries will be part of the Kingdom of the Netherlands; however, they will each have their own government and legislature. The island of Aruba gained similar autonomy in 1986.
The legislation currently in place …
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CARIBBEAN KIDS NEWS
CKN is seeking financial support
Caribbean Kids News (CKN) is a unique program for Aruba, Bonaire, Curacao, St. Maarten, St. Eustatius and Saba, thus for six very special but quite different islands.
For the first time a news program informs young people between 9 and 14 years and gives them a voice in the Caribbean region. The Caribbean Kids News broadcasts since September 2009 in English and Papiamento (with subtitles in Dutch or English).
The Foundation Youth into Media, a nonprofit organization responsible for the sustainable development of this youth news program, is looking for businesses, organizations and private persons willing …
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