Preliminary relief within several weeks, sometimes within days or hours In all matters for which an immediate injunction, measure, or decision is required, the parties may address themselves to the Courts. If the matter does not require immediate resolution, the Court will deny the relief sought and refer the parties to the normal procedure. These… Continue reading SUMMARY PROCEEDINGS IN ARUBA, BONAIRE, CURACAO AND SAINT MAARTEN
Tag: limited liability company
GRANTING DISCHARGE TO MANAGING DIRECTORS
Discharge is not bankruptcy proof The Civil Codes of Curaçao, Sint Maarten and Bonaire do not contain provisions specifically dealing with discharging managing directors from liability. Neither is there conclusive Dutch Caribbean case law available yet. Managing directors of a limited liability company (NV or BV) can be discharged from their liability towards the company.… Continue reading GRANTING DISCHARGE TO MANAGING DIRECTORS
STATE-OWNED ENTERPRISES LACK OF INDEPENDENT SUPERVISION
Independent supervision should be mandatory for government-owned entities 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… Continue reading STATE-OWNED ENTERPRISES LACK OF INDEPENDENT SUPERVISION
BANKING REGULATIONS IN THE DUTCH CARIBBEAN
Soliciting funds requires a license The Netherlands Antilles was dissolved on October 10, 2010. Prior to that date the Netherlands Antilles consisted of Curacao, St. Maarten, Bonaire, St. Eustatius, and Saba, and formed, together with the Netherlands and Aruba, the Kingdom of the Netherlands. Curacao and St. Maarten have become independent countries within the Kingdom.… Continue reading BANKING REGULATIONS IN THE DUTCH CARIBBEAN
GOVERNMENT OWNED ENTITIES IN CURACAO
Concerns about additional authorities Ministers Attorney Karel Frielink is concerned about the additional authorities which cabinet-members have appropriated over government NV’s. According to Frielink, who is also President of the Bar Association, these extra authorities increase the chance of ‘political influencing, favoritism and other forms of abuse’ within government institutions. In an opinion paper, published… Continue reading GOVERNMENT OWNED ENTITIES IN CURACAO
WHO DETERMINES THE POLICY OF A DUTCH CARIBBEAN COMPANY?
The management board is in charge The shareholders have the authority to determine the general policy of a Dutch Caribbean NV or BV. The shareholders may give instructions to the management board with respect to the general direction of the financial, social, economic and personnel policies of the corporation. However, the shareholders cannot give detailed… Continue reading WHO DETERMINES THE POLICY OF A DUTCH CARIBBEAN COMPANY?
PROPOSED REVIEW CORPORATE CODE ON ULTRA VIRES
The rules with regard to ultra vires are fundamentally changed Ultra vires means ‘beyond power or authority’. An ultra vires act is one beyond the purpose clause as laid down in the Articles of Association of a legal entity, for instance a foundation or a limited liability company (NV or BV). Early in 2010, a… Continue reading PROPOSED REVIEW CORPORATE CODE ON ULTRA VIRES
A PUBLIC LIMITED LIABILITY COMPANY AND LEGAL PERSONALITY
Dutch Supreme Court, Decision of 18 January 1901 Suppose you and several of your friends decided to combine your financial resources to start a business. You subsequently agreed on the incorporation of a limited liability company (NV). You also agreed on the amount each of you would put into the NV and the number of… Continue reading A PUBLIC LIMITED LIABILITY COMPANY AND LEGAL PERSONALITY
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… Continue reading PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON DIRECTORS’ LIABILITY IN BANKRUPTCY
DIRECTORS’ LIABILITY IN THE DUTCH CARIBBEAN
Personal and several liability The members of the Board of Directors are personally and severally liable towards the NV (or BV, as the case may be) for any loss caused by the improper performance of duties. Each member of the Board who proves that he cannot be blamed for such improper performance and that the… Continue reading DIRECTORS’ LIABILITY IN THE DUTCH CARIBBEAN
ARUBAN LAW REGARDING CORPORATE AUTHORITY
The Aruba Trade Register should be checked The laws of Aruba provide that, subject to restrictions laid down by any statutory provision or a corporation’s articles of association, the board of directors of a company shall be competent to represent the company, i.e. a limited liability company (NV, AVV or VBA). In the event of… Continue reading ARUBAN LAW REGARDING CORPORATE AUTHORITY
DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA
Drag-along rights may be validly created On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. A drag-along right is a right that enables a majority shareholder to force a minority shareholder to join in the sale of his shares in a company (VBA). Generally,… Continue reading DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA