When you dress a lizard in a suit you will have trouble with his tail! A seminar on Financial Institutions and their Supervisor was held in Aruba on Wednesday April 20, 2016. The seminar was organized by the Aruba Bankers’ Association & Insurance Association of Aruba. I was one of the keynote speakers and delivered… Continue reading SUPERVISORY DIRECTORS ARE A TYPE OF BAYWATCHERS
Tag: regulatory
CREDIT INSTITUTIONS IN THE BES ISLANDS
Strictly regulated With effect from 1 July 2012, the Financial Markets (BES Islands) Act [Wet financiële markten BES; “Wfm BES”] came into force, with the associated subordinate regulations. The Wfm BES applies to financial institutions in the BES islands (Bonaire, St. Eustatius and Saba). There are several categories of financial institutions, including credit institutions (banks).… Continue reading CREDIT INSTITUTIONS IN THE BES ISLANDS
REGULATORY LAWS IN THE BES ISLANDS
There are three regulators According to the Dutch Central Bank (“DCB”), financial institutions must be sound, reliable and stable to ensure confidence among businesses, consumers and others. DCB states on its website: “In addition to making certain their customers are properly informed about their products and services, these institutions also have a duty of care… Continue reading REGULATORY LAWS IN THE BES ISLANDS
REGULATORY LEGISLATION IN CURACAO
General requirements on the business operation Regulatory legislation in Curacao does not distinguish between different kinds of products, such as for instance hedge funds, but is of a more general nature. The regulatory legislation of Curacao applicable to financial institutions is divided into four categories being: credit institutions, institutional investors, investment institutions & administrators and… Continue reading REGULATORY LEGISLATION IN CURACAO
TRUST SERVICE PROVIDERS IN CURACAO
TSPs are supervised by the Central Bank Many international group structures include one or more Curacao legal entities or partnerships. The main reasons for this are the internationally competitive conditions for business development in the area of corporate law and the tax system in Curacao, as well as the well-developed professional financial services industry. Trust… Continue reading TRUST SERVICE PROVIDERS IN CURACAO
DIRECTORS’ LIABILITY IN THE DUTCH CARIBBEAN
Personal and several liability The members of the Board of Directors are personally and severally liable towards the NV (or BV, as the case may be) for any loss caused by the improper performance of duties. Each member of the Board who proves that he cannot be blamed for such improper performance and that the… Continue reading DIRECTORS’ LIABILITY IN THE DUTCH CARIBBEAN
SUPERVISION OF TRUST COMPANIES IN THE DUTCH CARIBBEAN
Trust companies render management services The supervision of trust companies is dealt with in the National Ordinance on the Supervision of Trust Service Providers 2003 (‘Landsverordening toezicht trustwezen’, the ‘NOST’). Supervision of trust companies (a.k.a. fiduciary or company service providers) falls in the category integrity supervision and not in the category prudential supervision. The supervisor… Continue reading SUPERVISION OF TRUST COMPANIES IN THE DUTCH CARIBBEAN
DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA
Drag-along rights may be validly created On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. A drag-along right is a right that enables a majority shareholder to force a minority shareholder to join in the sale of his shares in a company (VBA). Generally,… Continue reading DRAG-ALONG RIGHTS UNDER THE LAWS OF ARUBA
SEPARATION BETWEEN LEGAL AND BENEFICIAL OWNERSHIP OF SHARES IN THE DUTCH CARIBBEAN
The beneficial owner of shares is not a shareholder On March 1, 2004 the act on corporate law (Book 2 Netherlands Antilles Civil Code) became effective. The Act governs NVs (‘public limited liability company’) and BVs (‘private limited liability company’). The main object of the legislator was to provide flexibility and maximum freedom for organization and… Continue reading SEPARATION BETWEEN LEGAL AND BENEFICIAL OWNERSHIP OF SHARES IN THE DUTCH CARIBBEAN
THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY
Answers to foreign counsel queries A Netherlands Antilles company (NV or BV) may have assets, both local and foreign. Not seldom such a company wants to sell all or a portion of its assets. If foreign assets or a foreign buyer is involved, foreign counsel always asks questions about the laws of the Netherlands Antilles.… Continue reading THE SELLING OF SHARES BY A DUTCH CARIBBEAN COMPANY
A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV
There are similarities and differences There are certain similarities between the Dutch and the Antillean BV, in fact they are fundamentally the same type of entity. The main object of the Antillean legislator was, however, flexibility and maximum freedom of organization and presentation. Accordingly, the Antillean Act contains few mandatory provisions, such as provisions relating… Continue reading A COMPARISON OF THE DUTCH BV AND THE DUTCH ANTILLEAN BV
THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY
Incorporating an NV or BV is not a hassle The act on corporate law (Book 2 Netherlands Antilles Civil Code) governs the NV (‘public limited liability company’) and BV (‘private limited liability company’). These companies can be used for group finance or holding activities, (international) joint-ventures, funds, structured finance and “plain-vanilla” (local) activities. A notarial… Continue reading THE INCORPORATION OF A NETHERLANDS CARIBBEAN LIMITED LIABILITY COMPANY