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
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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
THE DUTCH CARIBBEAN AND ROME I AND ROME II
Nothing has changed as of 10-10-10 The Country the Netherlands Antilles consisted of Bonaire, Curacao, St. Maarten, St. Eustatius and Saba, and formed part of the Kingdom of the Netherlands. On October 10, 2010 the Netherlands Antilles ceased to exist as a country. Two new countries were born on that date: the country Curacao and… Continue reading THE DUTCH CARIBBEAN AND ROME I AND ROME II
INTERNATIONAL NON-CONTRACTUAL LIABILITY FROM A DUTCH PERSPECTIVE
Introduction Financial law is not an exclusively national affair. Cross-border transactions and service provisions have been common place for a very long time. Harmonisation of rules has been worked towards in a European context for decades. Leaving aside special subject matters such as liability for products and road accidents, the (partial) harmonisation of the rules in… Continue reading INTERNATIONAL NON-CONTRACTUAL LIABILITY FROM A DUTCH PERSPECTIVE
WHAT YOU MAY EXPECT OF YOUR LAWYER
Quality, Clarity, Trust, Value for Money, Passion and Compassion Whether you live in the UK, the USA or the Dutch Caribbean, almost every lawyer (attorney) or law firm claims to be the best, the leading, etc. Why are they all trying so hard? And does this do the trick for you? Even more importantly, does… Continue reading WHAT YOU MAY EXPECT OF YOUR LAWYER
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
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
STANDARDS OF DUE PROCESS APPLICABLE IN THE DUTCH CARIBBEAN
The Supreme Court applies strict standards In respect of the standards of due process applicable in the Netherlands Antilles and Aruba, the European Convention for the Protection of Human Rights and Fundamental Freedoms (EVRM) applies, including article 6, which safeguards the right of due process. The first sentence of article 6 EVRM reads as follows:… Continue reading STANDARDS OF DUE PROCESS APPLICABLE IN THE DUTCH CARIBBEAN
COMMENCING PROCEEDINGS AGAINST MULTIPLE DEFENDANTS IN THE DUTCH CARIBBEAN
Non-residents can be sued A general rule under the Netherlands Antilles code of civil procedure is that the Curacao court (or another court in the Dutch Caribbean as the case may be) has jurisdiction over defendants which are (in this example) Curacao residents or companies with an office in Curacao. In the case of multiple defendants,… Continue reading COMMENCING PROCEEDINGS AGAINST MULTIPLE DEFENDANTS 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