TRANSFERS FOR NO CONSIDERATION UNDER THE LAWS OF THE DUTCH CARIBBEAN
The law protects creditors
In general the law in the Netherlands Antilles does not prohibit transfers for no consideration. It should however be pointed out that under Netherlands Antilles law, statutory provisions exist which ensure that transactions whose only reason is to disadvantage creditors or make it impossible for them to seek recourse, may not be performed out. For example, Section 3:45, paragraph 1, of the Civil Code states that if, in the performance of a legal act to which he is not obligated, an obligor, knew or ought to have known that this would adversely affect the possibility of …
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GENERAL CONDITIONS UNDER THE LAWS OF THE DUTCH CARIBBEAN
General conditions may be nullified
Since 1 January 2001 the Civil Code (CC) of Aruba and the Netherlands Antilles contains a section on general terms and conditions. By including this section in the CC the legislator tried to strengthen judicial supervision of the terms of general conditions in order to protect contracting parties against the use of general conditions, since they, generally, have no knowledge of, or influence on, the contents of these conditions.
The CC gives a broad definition of general conditions. When a certain clause or condition is used in a number of contracts then the clause or …
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STATUTORY MERGERS IN THE DUTCH CARIBBEAN
A notarial deed is required
A statutory merger involves at least two legal entities. The law uses the terms acquiring and disappearing legal entity. The law specifies that only legal entities having the same legal form may merge, specifying that a BV (closed limited liability company) and a NV (public limited liability company) are considered to be the same. Statutory mergers usually take place within a group of companies.
Essential for a statutory merger is that all assets and liabilities of one legal entity transfer as a whole to another legal entity. An actual transfer does not therefore take place.
THE DISMANTLING OF THE NETHERLANDS ANTILLES
Info Bulletin Dismantling available
The country The Netherlands Antilles (‘het Land de Nederlandse Antillen’) will cease to exist, presumably in 2010. Like Aruba, although slightly different, Curacao and St. Maarten will receive the status of autonomous country within the Kingdom of the Netherlands in accordance with referendums held on both islands. Bonaire, St. Eustatius and Saba will each receive the status of Dutch municipality (a.k.a. Kingdom Island).
The Ministry of Constitutional and Interior Affairs has published a number of info bulletins on the dismantling of the Netherlands Antilles:
THE LAWS OF TORT IN THE DUTCH CARIBBEAN
Unlawful acts and damage
Section 6:162 paragraph 1 Netherlands Antilles Civil Code (NACC) stipulates four conditions for someone’s obligation to compensate damage based on an unlawful act (tort):
Section 6:163 NACC provides for an exception to the general rule of Section 6:162 NACC: “There is no obligation to repair damage when the violated norm does not have as its …
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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 supervisory directors and the so-called “independent” board of supervisory directors (Section 2:139 Netherlands Antilles Civil Code). Within this context the word independent means that the supervisory directors are independent of the shareholders, interest groups (“belangengroepen”) and to a certain extent from the shareholders’ meeting.
An …
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CURACAO TOURISM BOOMS
Article on Curacao by Ben Fox (Associated Press)
Various newspapers, including USA Today and Miami Herald, published an article by Ben Fox. Here follows an excerpt:
In a grim season for Caribbean tourism, an island just north of Venezuela stands out: Hotel rooms are scarce and discounts unavailable.
That’s largely because Curacao is crowded with Venezuelans, many fleeing their country’s spiraling inflation and currency controls for a Dutch Caribbean island best known for its diving opportunities and historic city center, a U.N. World Heritage site. (…)
Curacao officials project 2008 visitor growth of 30 percent to about 390,000 people. The latest …
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FINAL POSTING OF 2008
This will be my final posting for 2008. What a year. It feels as if the whole world has changed more rapidly than ever before and not only as a result of the economic turmoil. The year 2009 is about to begin and it won’t be an easy year. Many will suffer from the crisis. There still will be tensions between countries and populations. There still will be war. However new faces and new voices in the political arena may change things for the better. Let’s hope so.
Thanks to the ‘credit crunch’ we, as attorneys, are faced with …
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THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION
The concept of corporate officers is unknown
The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. The management board is responsible for the management of the BV and is authorized to represent it, except where restricted by the articles of incorporation.
The management board is the corporation’s centre of gravity. The management board of a Netherlands Antilles corporation combines the functions of executive directors and senior officers in a U.S. corporation, unless the articles provide for a single-tier board. There is no position equivalent to that of chief …
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A DUTCH CARIBBEAN BUSINESS LICENSE
License required
According to the Netherlands Antilles Ordinance on the Establishment of a Business (Landsverordening betreffende vestiging van ondernemingen, PB 1946 nr. 43), a license is required to establish a company (vestigingsvergunning) as well as one to operate a company as an individual director who is not a “citizen” (directievergunning).
According to the published policy of the Department of Economic Affairs (Dienst Economische Zaken) that is responsible for the enforcement of the Ordinance, a “citizen” is a natural person who is born in the Netherlands Antilles, or one of whose parents was born in the Netherlands Antilles or someone who …
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THREE QUESTIONS ABOUT DUTCH CARIBBEAN PREJUDGMENT ATTACHMENT
FAQ
Question 1
How easily can one obtain permission to freeze assets?
The Netherlands Antilles Code of Civil Procedure provides the possibility to seize and freeze assets in anticipation of a court order to pay a certain amount or to return certain goods. This legal remedy is referred to as prejudgment attachment or seizure (conservatoir beslag).
In general, a petition for the attachment of assets is only marginally examined by the court and will therefore be granted in most cases. The claimant must then submit a writ of summons or claim form to the court, within a period determined by the court, …
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THREE QUESTIONS ABOUT DUTCH CARIBBEAN CIVIL PROCEEDINGS
FAQ
Question 1
Are there any particular issues that concern foreign plaintiffs in the Netherlands Antilles?
If proceedings on the merits are initiated by a non-resident plaintiff, the defendant may ask the court to order that the plaintiff provide security for damages, costs and interest which it might be liable to pay as a result of the judgment in aforementioned proceedings. This “cautio judicatum solvi” does not apply if there is a Convention (Treaty) on legal proceedings between the Netherlands Antilles and the plaintiff’s country.
Question2
Can attorney costs for legal proceedings be recovered?
Generally speaking, each party has to …
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