Piercing or lifting the corporate veil As a general rule under Curaçao law, shareholders of corporate entities with limited liability do not risk more than their capital contribution. Such shareholders cannot be held liable for their corporations’ debts or obligations. These corporations are recognized as legal entities separate from their shareholders and managing directors. However,… Continue reading A CORPORATION AND ITS ALTER EGO
Tag: legal personality
GOVERNMENT-OWNED COMPANIES
Opposing views on political influence Few people would argue that the rules issued by the state (government) must also be correctly and strictly observed by that same state. It cannot be well conceived that, for example, the police and Public Prosecutor’s Office (as instruments of the state) should be allowed to violate the law with… Continue reading GOVERNMENT-OWNED COMPANIES
THE INCORPORATION OF A CURACAO LIMITED LIABILITY COMPANY
Incorporating an NV or BV is not a hassle The act on corporate law (Book 2 Curaçao 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, as a Curaçao Trust and for “plain-vanilla”… Continue reading THE INCORPORATION OF A CURACAO LIMITED LIABILITY COMPANY
IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (I)
Liability of the 2nd degree director Under Section 2:17 subsection 1 of the Curaçao Civil Code, the liability of a legal entity as a director of another legal entity (the direct or 1st degree director) also rests jointly and severally on each person who at the time this liability arose for the legal entity was… Continue reading IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (I)
ORDER OF THE COMMON APPEAL COURT OF CURACAO CONCERNING THE RIGHT TO INSTITUTE AN INQUIRY
The Appeal Court has taken several fundamental decisions On 5 March 2013 the Common Court of Justice of Aruba, Curacao, Sint Maarten and of Bonaire, Sint Eustatius and Saba (case: Ghis 55769 – HAR 28/12) issued an order in connection with inquiry proceedings. This order contains three major considerations. The right of legal entities (including… Continue reading ORDER OF THE COMMON APPEAL COURT OF CURACAO CONCERNING THE RIGHT TO INSTITUTE AN INQUIRY
BESCHIKKING INZAKE ENQUETERECHT GEMEENSCHAPPELIJK HOF CURACAO
Het Hof neemt enkele principiële beslissingen Op 5 maart 2013 heeft het Gemeenschappelijk Hof van Justitie van Aruba, Curaçao, Sint Maarten en van Bonaire, Sint Eustatius en Saba (zaak: Ghis 55769 – HAR 28/12) een beschikking in het kader van een enquêteprocedure gegeven. Drie belangrijke overwegingen worden hier genoemd. Het enquêterecht voor rechtspersonen (waaronder naamloze… Continue reading BESCHIKKING INZAKE ENQUETERECHT GEMEENSCHAPPELIJK HOF CURACAO
LECTURE ON GOOD CORPORATE GOVERNANCE
Looking back on the future: the further development of corporate governance in Curaçao A seminar on Checks and Balances in Corporate Governance on Curacao, was held on Thursday February 21st, 2013. More than 125 interested managing directors, supervisory directors, lawyers, accountants and other participants were in attendance. The seminar was organized by the Board of… Continue reading LECTURE ON GOOD CORPORATE GOVERNANCE
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)