Registered shares must be issued first According to the Curaçao act on corporate law (Book 2 Curaçao Civil Code) it is not possible to (directly) issue bearer shares. A company with only bearer shares has no shareholders’ register. Only a public limited liability company (NV) may issue bearer shares, provided that registered shares be issued… Continue reading BEARER SHARES IN A CURACAO COMPANY
Tag: merger
PREJUDGMENT ATTACHMENT IN CURACAO
A petition is only marginally examined How easily can one obtain permission to freeze assets? The Curaçao Code of Civil Procedure provides the possibility to seize and freeze assets in anticipation of a court order to pay a certain amount or to return certain goods. This legal remedy is referred to as prejudgment attachment or… Continue reading PREJUDGMENT ATTACHMENT IN CURACAO
LAWYERS AND THE INTERNET: BACK IN TIME
A 1996 Tour of some interesting WWW sites for Lawyers In 1996 Delia Venables wrote an internet tour for lawyers (‘Around the World in 80 Minutes‘, Web Review, 1996 (3) The Journal of Information, Law and Technology; click here). She referred to the website of the Daily Telegraph as a good example of how the… Continue reading LAWYERS AND THE INTERNET: BACK IN TIME
ENQUETEPROCEDURE OVERHEIDSVENNOOTSCHAPPEN CURACAO
Behandeling bij het Gemeenschappelijk Hof van Justitie Op 5 juni 2013 heeft bij het Gemeenschappelijk Hof van Justitie van Aruba, Curaçao en Sint Maarten en van Bonaire, Sint Eustatius en Saba de behandeling plaatsgevonden van het verzoek van het Openbaar Ministerie om een enquête op grond van het Burgerlijk Wetboek van Curacao te gelasten naar… Continue reading ENQUETEPROCEDURE OVERHEIDSVENNOOTSCHAPPEN CURACAO
CROSS BORDER CONVERSION AND MERGER (part 10)
Legal entities under supervision So far we have only looked at legal entities not under the supervision of the Central Bank of Curacao and St. Maarten (CBCS). Just a few words about institutions that are under supervision. The following applies to banks with a registered seat in Curacao for instance. These entities have a license… Continue reading CROSS BORDER CONVERSION AND MERGER (part 10)
CROSS BORDER CONVERSION AND MERGER (part 9)
The cross-border merger We now look at the cross-border legal merger. Before 1 January 2012 the possibility already existed in Curacao that in connection with a merger, a foreign legal entity as the disappearing legal entity could merge with a comparable legal form of Book 2 of the Civil Code on the condition that the… Continue reading CROSS BORDER CONVERSION AND MERGER (part 9)
CROSS BORDER CONVERSION AND MERGER (part 8)
Changes in Curacao as of 1 January 2012 The most important amendment in the Curacao provision with regard to the conversion of an NV or BV into a foreign legal entity (outbound) is that the requirement of the personal notice of liability by managing directors and shareholders has been removed as from 1 January 2012… Continue reading CROSS BORDER CONVERSION AND MERGER (part 8)
CROSS BORDER CONVERSION AND MERGER (part 7)
The conversion of or into a foundation If a foreign legal entity wants to be converted into a Curacao foundation (inbound) the Court in Curacao must grant consent (Section 2:303 subsection 2 of the Civil Code). I was unable to find any explanation of this in the Explanatory Memorandums of Book 2 of the Civil… Continue reading CROSS BORDER CONVERSION AND MERGER (part 7)
CROSS BORDER CONVERSION AND MERGER (part 6)
The conversion under the law of Curacao Back to Curacao and the doctrine of conversion. I only intend to discuss several aspects of this. The conversion has been provided for in Sections 2:300 et seq. of the Civil Code. The conversion of a foreign legal entity into a Curacao entity has been provided for in… Continue reading CROSS BORDER CONVERSION AND MERGER (part 6)
CROSS BORDER CONVERSION AND MERGER (part 5)
Aruba Aruba has already been ‘a foreign country’ for quite some time compared with Curacao for instance. After Aruba left the Netherlands Antilles, a transfer of seat to or from the Netherlands Antilles was no longer possible. If there was a desire to transfer the seat of a company registered in Aruba to Curacao or… Continue reading CROSS BORDER CONVERSION AND MERGER (part 5)
CROSS BORDER CONVERSION AND MERGER (part 4)
From Bonaire to the Netherlands? In 2011 attempts were made to transfer a BV with its registered seat in Bonaire to Rotterdam by means of an amendment to the articles of association whereby the old registered seat was replaced by the new one and the articles of association of the BV were organized according to… Continue reading CROSS BORDER CONVERSION AND MERGER (part 4)
CROSS BORDER CONVERSION AND MERGER (part 3)
Within the Kingdom Under the Transfer of Seat Ordinance it is for instance impossible to transfer to Aruba or St. Maarten. Article 38 paragraph 4 of the Charter of the Kingdom of the Netherlands provides that the subject of transfer of seat of legal entities must be regulated in a Kingdom Act. Agreement between the… Continue reading CROSS BORDER CONVERSION AND MERGER (part 3)