Separate legal entity Generally, securities that must be held by a Netherlands Antilles bank on behalf of its clients will be held by a custodian. In most cases the custodian is either a foundation (‘stichting’) or a wholly owned subsidiary (NV or BV) of the bank. The scope of the activities of the custodian will… Continue reading THE CUSTODY OF SECURITIES IN THE NETHERLANDS CARIBBEAN
Tag: supervisory board
THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (III)
Case law the principle of good faith A legal entity and all involved in its organization have a legal duty to behave towards each in accordance with the principles of reasonableness and fairness, i.e. (objective) good faith. A provision or requirement contained in a legal entity’s articles of association or by-laws, may be set aside… Continue reading THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (III)
THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (II)
Limitations on the applicability of provisions As a general matter of Netherlands Antilles law, the interpretation of terms contained in legal documents, such as the articles of association and the by-laws, however only to a certain extent, inter alia subject to the intention of the parties, and the enforcement thereof, is subject to the overriding… Continue reading THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (II)
THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (I)
Ranging from basic to extremely complex Under the laws of the Netherlands Antilles, public and private limited liability companies (NVs or BVs), foundations, co-operatives, mutual insurance societies and associations are considered legal entities. The articles of incorporation (a.k.a. articles of association) provide the regulatory framework by which these legal entities in the Netherlands Antilles are… Continue reading THE ARTICLES OF ASSOCIATION OF A DUTCH CARIBBEAN LEGAL ENTITY (I)
MANAGEMENT AND SUPERVISION OF THE ARUBA COMPANY WITH LIMITED LIABILITY
A local representative is required On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective. The Board of Directors is responsible for the management of the VBA and is authorized to represent it, with the exception of any restrictions in the articles of association. The… Continue reading MANAGEMENT AND SUPERVISION OF THE ARUBA COMPANY WITH LIMITED LIABILITY
THE DUTCH CARIBBEAN PRIVATE FOUNDATION AND ITS SUPERVISORY DIRECTORS
Only natural persons may be appointed The articles of incorporation of a Private Foundation (PF) may provide, if so desired, that the authority of the board to make distributions is subject to the consent of the founder, a Supervisory Board or another body established within the PF e.g. an Advisory Board. It should be noted… Continue reading THE DUTCH CARIBBEAN PRIVATE FOUNDATION AND ITS SUPERVISORY DIRECTORS
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
INSURANCE BUSINESS IN THE DUTCH CARIBBEAN (I)
A license is required The insurance business in the Netherlands Antilles is regulated by the National Ordinance on the Supervision of the Insurance Business 1990 (Landsverordening toezicht verzekeringswezen, the “NOSI”). The NOSI divides the insurance business into life insurance and indemnity insurance products. Indemnity insurance products are in turn divided into a number of categories:… Continue reading INSURANCE BUSINESS IN THE DUTCH CARIBBEAN (I)