SHAREHOLDER APPROVAL REQUIRED FOR SELLING ALL ASSETS
In particular circumstances this rule may be set aside
Generally speaking, the management board of a company (NV or BV) is not entitled to sell the company’s business or a substantial part thereof, without the approval of the shareholders’ meeting. The Enterprise Chamber of the Court of Appeal in Amsterdam confirmed this in its decision of 27 February 2014 (ECLI:NL:GHAMS:2014:597; JOR 2014, 160). According to the Court, (the managing board of) a legal entity that intends selling all shares in its subsidiaries must observe the requirements for adopting a resolution to liquidate that entity.
According to Section 2:7(2) of the Civil …
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NETHERLANDS CARIBBEAN BANK N.V. IN LIQUIDATION
Notice of Filing Final Account
Notice is hereby given that, pursuant to Section 31, paragraph 7, of the Netherlands Antilles Civil Code, on the 1st of December 2009, the liquidator’s final account has been lodged for inspection at the office of the company (Kaya W.F.G. (Jombi) Mensing 14, Curacao), at the office of the liquidator and at the commercial register of the Curacao Chamber of Commerce (Kaya Junior Salas 1, Curacao).
Karel Frielink (liquidator)
(1 December 2009)
See also De Volkskrant
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VOLUNTARY DISSOLUTION OF A DUTCH CARIBBEAN COMPANY
Dissolution requires a shareholders’ decision
The shareholders of a Netherlands Antilles company may voluntarily decide to dissolve a company (NV or BV), which requires a shareholders’ resolution in accordance with the articles of association.
Publication of the dissolution of the company in the ‘Curaçaosche Courant’ (the Official Gazette of the Netherlands Antilles) by the liquidator (a.k.a. receiver) is mandatory. As is the registration of the dissolution and deregistration of the directors at the commercial register of the Chamber of Commerce.
Under Article 2:30(1) Netherlands Antilles Civil Code, the liquidator realizes the assets of a company and settles all liabilities of …
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