AGENCY AND DISTRIBUTION AGREEMENTS IN THE NETHERLANDS CARIBBEAN (I)

Commercial Agency Agreement According to Section 7:428, Paragraph 1, of the Netherlands Antilles Civil Code, a commercial agency contract (agentuurovereenkomst) is a contract for services whereby one party, the principal, instructs the other party, the commercial agent, and whereby the latter binds himself, for a fixed or indeterminate term and for remuneration, to act as… Continue reading AGENCY AND DISTRIBUTION AGREEMENTS IN THE NETHERLANDS CARIBBEAN (I)

THE ANNUAL ACCOUNTS OF LARGE DUTCH CARIBBEAN COMPANIES

Stricter rules for large companies Under Netherlands Antilles law the annual accounts of limited liability companies which do not qualify as so called large companies, need to be prepared in accordance with generally accepted standards and shall provide sufficient insight as to enable a sound judgment to be formed regarding the assets and the results… Continue reading THE ANNUAL ACCOUNTS OF LARGE DUTCH CARIBBEAN COMPANIES

CONVERSION OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY

An NV may be converted into a BV and vice versa The Netherlands Antilles Civil Code provides for an NV to be converted into a BV and vice versa. Conversion does not terminate the existence of the legal entity. Conversion requires a resolution. A resolution to convert and to amend the articles has to be… Continue reading CONVERSION OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY

TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (II)

Only corporations may plead absence of representative authority Under the Netherlands Antilles Corporate Code, i.e. Book 2 of the Civil Code, transactions with third parties that violate either the law or any limitations on the transactional powers of the board of directors of a corporation, are not enforceable against the corporation if the limitations are… Continue reading TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (II)

TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (I)

Limitations must be disclosed to have effect Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (‘naamloze of besloten vennootschap’; NV or BV).… Continue reading TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (I)

SPOTLIGHT ON CURACAO

Curacao economic country survey inserted in the New York Post In May 2009, United International Press (UIP) issued a special bulletin on Curacao, the Netherlands Antilles, in an insert in the New York Post. UIP has also placed the bulletin on its website. Curacao is described as a Caribbean Hub with Investment Appeal. Amongst various government… Continue reading SPOTLIGHT ON CURACAO

TRADE MARK LAW: PLACING LUXURY GOODS IN DISCOUNT STORES CAN AFFECT THEIR QUALITY

French fashion house Dior has the upper hand in legal battle over ‘dumping’ of its goods Placing luxury goods like Christian Dior products in discount stores can affect their quality according to the European Court of Justice, in a ruling on April 23, 2009, thereby backing the renowned French fashion house Dior in a trademark case.… Continue reading TRADE MARK LAW: PLACING LUXURY GOODS IN DISCOUNT STORES CAN AFFECT THEIR QUALITY

PLC CROSS BORDER LAW FIRM RECOMMENDATIONS

Netherlands Antilles According to PLC Cross Border (Which lawyer?), Spigthoff Attorneys & Tax Advisers is one of two firms dominating the Netherlands Antilles market for international work, both on- and offshore. Spigthoff ranks high in corporate / M&A and dispute resolution. Martijn Welten, who specialises in corporate law, mergers & aquisitions and corporate litigation, is (highly)… Continue reading PLC CROSS BORDER LAW FIRM RECOMMENDATIONS