Ignoring the legal personality of a company 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. There is therefore a legal… Continue reading PIERCING THE CORPORATE VEIL IN THE DUTCH CARIBBEAN
Tag: netherlands antilles
THE LAWS OF TORT IN THE DUTCH CARIBBEAN
Unlawful acts and damage Section 6:162 paragraph 1 Netherlands Antilles Civil Code (NACC) stipulates four conditions for someone’s obligation to compensate damage based on an unlawful act (tort): A person has committed an unlawful act (onrechtmatige daad) against another person (the victim); and the act can be attributed (toegerekend) to that person; and the victim… Continue reading THE LAWS OF TORT IN THE DUTCH CARIBBEAN
PRE-TRIAL MOTIONS IN THE DUTCH CARIBBEAN
Differences with the United States Netherlands Antilles civil proceedings differ substantially from those in the United States. In the Dutch Caribbean there are, for instance, no juries. In principle, legal proceedings are basically conducted in writing. Oral pleadings are customary in preliminary relief proceedings, but optional in proceedings on the merits. Discovery proceedings like those… Continue reading PRE-TRIAL MOTIONS IN THE DUTCH CARIBBEAN
INDEPENDENT SUPERVISORY BOARD IN THE DUTCH CARIBBEAN
Should be mandatory for government-owned entities Under the laws of the Netherlands Antilles, the main task of a board of supervisory directors is to supervise the board of managing directors of a limited liability company (NV or BV). The Corporate Code provides for two different kinds of boards of supervisory directors, a “regular” board of… Continue reading INDEPENDENT SUPERVISORY BOARD IN THE DUTCH CARIBBEAN
THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION
The concept of corporate officers is unknown The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. The management board is responsible for the management of the BV and is authorized to represent it, except where restricted by the articles of incorporation. The management… Continue reading THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION
A DUTCH CARIBBEAN BUSINESS LICENSE
License required According to the Netherlands Antilles Ordinance on the Establishment of a Business (Landsverordening betreffende vestiging van ondernemingen, PB 1946 nr. 43), a license is required to establish a company (vestigingsvergunning) as well as one to operate a company as an individual director who is not a “citizen” (directievergunning). According to the published policy… Continue reading A DUTCH CARIBBEAN BUSINESS LICENSE
THREE QUESTIONS ABOUT DUTCH CARIBBEAN PREJUDGMENT ATTACHMENT
FAQ Question 1 How easily can one obtain permission to freeze assets? The Netherlands Antilles 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 seizure (conservatoir… Continue reading THREE QUESTIONS ABOUT DUTCH CARIBBEAN PREJUDGMENT ATTACHMENT
THREE QUESTIONS ON DUTCH CARRIBBEAN BANKRUPTCY LAWS
FAQ Question 1 In which cases and by whom may bankruptcy proceedings be initiated in accordance with Netherlands Antilles bankruptcy law? Filing for bankruptcy may be done either by the debtor itself or by one or more of its creditors. If the debtor is a company, the managing directors do not have the authority to… Continue reading THREE QUESTIONS ON DUTCH CARRIBBEAN BANKRUPTCY LAWS
DUTCH CARIBBEAN CORPORATE LAW IN PRESSING CIRCUMSTANCES
Rules of law, articles and contract may be set aside According to Section 2:7(2) of the Netherlands Antilles Civil Code, any rule imposed, for instance, on board members or shareholders of a limited liability company, will not be deemed to apply, to the extent, in the given circumstances, that these would be unacceptable in terms of… Continue reading DUTCH CARIBBEAN CORPORATE LAW IN PRESSING CIRCUMSTANCES
CAN A FOREIGN COMPANY BUY SHARES IN A DUTCH CARIBBEAN COMPANY?
Generally speaking: yes Under Netherlands Antilles law, no specific requirements exist regarding the purchase of shares in a Netherlands Antilles offshore company by a foreign company. The Netherlands Antilles do not have any anti-trust regulations. In the Netherlands Antilles there are no statutory requirements preventing the sale of one or all the shares issued and… Continue reading CAN A FOREIGN COMPANY BUY SHARES IN A DUTCH CARIBBEAN COMPANY?
THE GENERAL PENSION FUND OF THE NETHERLANDS ANTILLES
The APNA is subject to supervision The General Pension Fund of the Netherlands Antilles (‘Algemeen Pensioenfonds van de Nederlandse Antillen’; the “APNA”) is governed by its own State Ordinance (‘Landsverordening Algemeen Pensioenfonds van de Nederlandse Antillen’; “SOAPNA”). The APNA is subject to supervision by the Netherlands Antilles Central Bank and, as far as the annual… Continue reading THE GENERAL PENSION FUND OF THE NETHERLANDS ANTILLES
DUTCH CARIBBEAN COURT DECISION IN TELECOM CASE
Scarlet about to enter telecom market in Sint Maarten On 18 November 2008, the Administrative Court in Sint Maarten ruled that the Executive Council of Sint Maarten was not authorized to refuse Scarlet a business license for the provision and operation of international telecommunications services in Sint Maarten (click here for the judgment). Scarlet, represented… Continue reading DUTCH CARIBBEAN COURT DECISION IN TELECOM CASE