Brief summary On 1 January 2012, new legalization entered into force pursuant to which it is now possible to set up a trust, similar to the trust in Anglo-Saxon common law jurisdictions, in Curacao (a civil law jurisdiction). Here follows a brief summary of several of the powers and obligations of a Trustee: the Trustee… Continue reading POWERS AND OBLIGATIONS OF A CURACAO TRUSTEE
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TYPES OF LIABILITY IN CURACAO
A three-part distinction With regard to liability a three-part distinction can be made. The first distinction relates to the basis of the liability: liability pursuant to a contractual relationship (the attributable failure in this respect) and liability pursuant to a wrongful act. Another distinction relates to the personal liability (thus for the party’s own actions… Continue reading TYPES OF LIABILITY IN CURACAO
CURACAO CREDIT INSTITUTIONS
Prudential supervision The Curacao regulatory legislation applicable to credit institutions provides for requirements with regard to the prudential supervision in general. Such prudential supervision sees to the liquidity and solvency position of a bank without going into further detail for instance as to the safekeeping of assets or maintaining of accounts of third parties. The… Continue reading CURACAO CREDIT INSTITUTIONS
CURACAO FUNDS AND ADMINISTRATORS
Statutory requirements applicable to the organizational and legal structure The National Ordinance on the Supervision of Investment Institutions and Administators (Landsverordening regelende het toezicht op beleggingsinstellingen en administrateurs; NOSIIA) provides for a regime of supervision for investment institutions and administrators with the objective of an adequate operation of the financial markets and the protection of… Continue reading CURACAO FUNDS AND ADMINISTRATORS
SEMINAR ONDERNEMINGSRECHT
22, 23 en 24 oktober 2012 Het ondernemingsrecht is continu in beweging. Hier bij ons in Curacao, maar ook in Nederland. Boek 2 van het Burgerlijk Wetboek Curacao is op 1 januari 2012 op tal van punten gewijzigd. Wat houden deze wijzigingen precies in? Wat betekent de invoering van de Flex-BV in Nederland per 1… Continue reading SEMINAR ONDERNEMINGSRECHT
THE TRANSFER OF BEARER BONDS IN THE DUTCH CARIBBEAN
No deed required Under the laws of the Dutch Caribbean (Aruba, Bonaire, Curacao, St. Maarten) transferring the title of bearer bonds (i.e. bonds which are owned by whoever is holding them, rather than having a registered owner) does not require a transfer deed. In other words: such a bond is transferred by surrendering the original… Continue reading THE TRANSFER OF BEARER BONDS IN THE DUTCH CARIBBEAN
CIVIL PROCEEDINGS IN CURACAO
Information for foreign plaintiffs Are there any particular issues that concern foreign plaintiffs in Curacao? If proceedings on the merits are initiated by a non-resident plaintiff, the defendant may ask the court to order that the plaintiff provide security for damages, costs and interest which it might be liable to pay as a result of… Continue reading CIVIL PROCEEDINGS IN CURACAO
INADEQUATE CAPITALIZATION OF A CURACAO COMPANY
Liability for thin-capitalization? 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. In terms of ‘piercing the corporate veil’, thin or… Continue reading INADEQUATE CAPITALIZATION OF A CURACAO COMPANY
GOVERNMENT AND CORPORATE GOVERNANCE (V)
Government drafted model articles of association The first model articles of association date from March 15, 2011. For criticism see: K. Frielink, Visie Land op overheids-NV’s verkeerd [Vision Country on government-owned NVs incorrect], Antilliaans Dagblad 15 April 2011, p. 16 and M.L. Alexander, F.B.M. Kunneman, L.G. Santine and R.J. in ’t Veld, Modelstatuten ten sterkste… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (V)
GOVERNMENT AND CORPORATE GOVERNANCE (IV)
Code Corporate Governance Curacao On January 1, 2010, the National Ordinance regarding corporate governance came into effect. Based on this the Code Corporate Governance Curacao came into being, that also came into effect on January 1, 2010. In it, reference is still made to the Executive Council and the island territory of Curacao, but as… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (IV)
GOVERNMENT AND CORPORATE GOVERNANCE (III)
The government is not automatically an ‘ordinary’ shareholder It is obvious that in a small community such as that of Curacao, with only a limited choice when it comes to directors and supervisory directors to be appointed, and in which (family, social) networks seem to play an important role in making choices, there is a… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (III)
GOVERNMENT AND CORPORATE GOVERNANCE (II)
Government (not) at a distance? Being a director of a government-owned company is certainly not always as easy. Neither is being a shareholder in a government-owned company. The directors will usually complain about too much influence from politicians, while the politicians will usually find that they have too little grip on government-owned companies. In this… Continue reading GOVERNMENT AND CORPORATE GOVERNANCE (II)