Management must act in the best interests of the foundation The members of the management board of a Netherlands Antilles foundation have collective powers and responsibilities. The management board shall be in charge of the management of the foundation. Although not explicitly provided for in Book 2 of the Netherlands Antilles Civil Code, it is… Continue reading THE MANAGEMENT OF A DUTCH ANTILLES FOUNDATION
Tag: Legal
CROSS-BORDER CONVERSIONS AND MERGERS IN THE DUTCH ANTILLES
No outbound mergers allowed According to the laws of the Netherlands Antilles, a limited liability company (NV or BV) may convert to a foreign legal entity provided that under the laws governing such a foreign legal entity the consequence of such conversion shall be the continued existence of the company as a legal entity –… Continue reading CROSS-BORDER CONVERSIONS AND MERGERS IN THE DUTCH ANTILLES
BEARER SHARES IN A NETHERLANDS CARIBBEAN COMPANY
Registered shares must be issued first On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code) became effective. Since that date it is no longer possible to (directly) issue bearer shares. A company with only bearer shares has no shareholders’ register. Only a public limited liability company (NV) may… Continue reading BEARER SHARES IN A NETHERLANDS CARIBBEAN COMPANY
THE REPAYMENT OF SHARE PREMIUM IN THE NETHERLANDS CARIBBEAN
Net equity may not be or become negative From the legal point of view in Netherlands Antilles, share premium (’agio’) forms part of the company’s free reserves, and does not qualify as share capital. If share premium is to be repaid, the company’s financial condition should at the time allow for it, i.e. the net… Continue reading THE REPAYMENT OF SHARE PREMIUM IN THE NETHERLANDS CARIBBEAN
FILE SHARING IN THE DUTCH CARIBBEAN
Internet service providers should act prudently regarding claimed copyright infringement File sharing, as is commonly understood, involves distributing or providing access to electronically stored data. One, if not the most, popular way to do this is through the use of so-called (distributed) peer-to-peer (P2P) networking programs. The rising popularity of music formats such as mp3… Continue reading FILE SHARING IN THE DUTCH CARIBBEAN
TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (II)
Only corporations may plead absence of representative authority Under the Netherlands Antilles Corporate Code, i.e. Book 2 of the Civil Code, transactions with third parties that violate either the law or any limitations on the transactional powers of the board of directors of a corporation, are not enforceable against the corporation if the limitations are… Continue reading TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (II)
TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (I)
Limitations must be disclosed to have effect Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (‘naamloze of besloten vennootschap’; NV or BV).… Continue reading TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (I)
STATUTORY LIMITATIONS FOR FILING A CLAIM UNDER ARUBAN LAW
Five year period With respect to the limitations under Aruban law for filing a claim, the pertinent legal provisions governing limitations are set out in Book 3, Title 11 (Rights of Action) of the Aruban Civil Code. According to Article 310 the right of action for compensation for damage is prescribed up to the end… Continue reading STATUTORY LIMITATIONS FOR FILING A CLAIM UNDER ARUBAN LAW
SPOTLIGHT ON CURACAO
Curacao economic country survey inserted in the New York Post In May 2009, United International Press (UIP) issued a special bulletin on Curacao, the Netherlands Antilles, in an insert in the New York Post. UIP has also placed the bulletin on its website. Curacao is described as a Caribbean Hub with Investment Appeal. Amongst various government… Continue reading SPOTLIGHT ON CURACAO
WHAT DAMAGES ARE RECOVERABLE UNDER ARUBAN LAW? (II)
Case law The Supreme Court in its case law has held that relatives of a deceased person are only entitled to sue for damages against the person liable for his or her death, if and to the extent that their death has left them in need. The extent of need is measured by the standard… Continue reading WHAT DAMAGES ARE RECOVERABLE UNDER ARUBAN LAW? (II)
WHAT DAMAGES ARE RECOVERABLE UNDER ARUBAN LAW? (I)
Nature and extent determined by the Civil Code When considering the nature and extent of damages that are recoverable under Aruban law, the point of departure is Book 6, Title 1 (Obligations in General), Section 10 (Legal Obligations to Make Reparation of Damage), Article 95 of the Aruban Civil Code which states: ‘the damage which… Continue reading WHAT DAMAGES ARE RECOVERABLE UNDER ARUBAN LAW? (I)
THE RIGHT TO SHARE IN THE PROFITS OF THE ARUBA COMPANY WITH LIMITED LIABILITY
It is not necessary to give all shares a right to share in the profits On January 1, 2009 the new Aruba Ordinance on the company with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. This legislation gives shareholders far more freedom to organize their company than in the past It is not necessary… Continue reading THE RIGHT TO SHARE IN THE PROFITS OF THE ARUBA COMPANY WITH LIMITED LIABILITY