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
Tag: netherlands caribbean
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
ELECTRONIC AGREEMENTS IN CARACAO AND SINT MAARTEN
The Dutch Caribbean digital signature exists for over 10 years The Curacao Ordinance on Electronic Agreements a.k.a. the Curacao Ordinance on agreements concluded electronically (Landsverordening overeenkomsten langs elektronische weg) became effective on 1 January 2001. The Ordinance in St. Maarten is similar to the one in Curacao. The Ordinance provides that an electronic signature shall… Continue reading ELECTRONIC AGREEMENTS IN CARACAO AND SINT MAARTEN
VOLUNTARY DISCLOSURE AND THE HUNT FOR UNDISCLOSED ACCOUNTS BY US AND DUTCH TAX AUTHORITIES
Propaganda machines up to speed Publicity efforts by the US and Dutch tax authorities indicate that the hunt for undisclosed accounts in typical offshore jurisdictions is still a hot item. Although Curacao was not mentioned by the US authorities, the Dutch tax authorities announced a new search for undisclosed accounts in Curacao based on information… Continue reading VOLUNTARY DISCLOSURE AND THE HUNT FOR UNDISCLOSED ACCOUNTS BY US AND DUTCH TAX AUTHORITIES
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
REQUESTS FOR INFORMATION BY FOREIGN TAX AUTHORITIES
A request for information needs to contain specific information The former Netherlands Antilles concluded several tax information exchange agreements (‘TIEA’) during recent years. These TIEAs also apply to the newly formed country Curacao. The Tax Arrangement for the Kingdom (‘TAK‘) is applicable within the Kingdom of the Netherlands, which includes Curacao. Article 37 of the TAK… Continue reading REQUESTS FOR INFORMATION BY FOREIGN TAX AUTHORITIES
PROPOSED REVIEW DUTCH CARIBBEAN CORPORATE CODE
Various proposals not yes discussed here The prohibition of appointing Supervisory Directors besides a ‘one-tier Board’ will be deleted (Article 2:19 paragraph 1 proposed bill). Supervisory Directors being a legal entity are allowed to a limited extent (Article 2:19 paragraph 3 proposed bill). For the NV and the BV the law determines who has the right to… Continue reading PROPOSED REVIEW DUTCH CARIBBEAN CORPORATE CODE
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
PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON REPRESENTATION
Restrictions in managing authority work through into the representative authority 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. Some of the proposed changes… Continue reading PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON REPRESENTATION
INQUIRY PROCEDURE TO BE INTRODUCED IN THE DUTCH CARIBBEAN
The Joint Court will become the forum of choice for corporate disputes 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). The proposed legislation introduces a so-called inquiry procedure for, amongst others,… Continue reading INQUIRY PROCEDURE TO BE INTRODUCED IN THE DUTCH CARIBBEAN
THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN LEGAL ENTITY
The management board is responsible for the day-to-day affairs The management board has the function of managing the legal entity, i.e., making policy and conducting the day-to-day management of such legal entity (NV, BV, Foundation or Association). The management board is responsible for the management of the entity and is authorized to represent it, except… Continue reading THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN LEGAL ENTITY