SEAT TRANSFER UNDER NETHERLANDS ANTILLES LAW
Former versus new legislation
Prior to 1 March 2004, the transfer of the registered office of a Netherlands Antilles public limited liability company (NV) was regulated and provided for by the National Ordinance on the transfer of registered office. Pursuant to article 3 (1) (a) of this Ordinance, an NV can transfer its registered office to another jurisdiction, provided that the articles of association of the company allows for the same. Such a clause in the articles of a company is usually referred to as a ‘flee clause’.
On 1 March 2004, Book 2 Netherlands Antilles Civil Code came into effect. Articles 303 through 305 of this Code provide for a system of change of corporation form, and replaced the system of transfer of registered office. Under the system of change of corporation form, a company may change its current Netherlands Antilles corporation form (including the NV corporation form) into an equivalent foreign corporation form. As this system replaced the system of transfer of registered office, the above-mentioned Ordinance was rescinded as per 1 March 2004.
However, the new system of change of corporation form gave rise to several problems. In order to repair this, the following legislative proposal has been adopted by the end of 2004:
‘However, the provisions of the National Ordinance on the transfer of registered office remain applicable for the public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands Antilles that at the time of the coming into force of book 2 of the Netherlands Antilles Civil Code complied with article 3 (1) (a) of the National Ordinance on the transfer of registered office (P.B. 1965, no. 31).’
Therefore, companies who had a flee clause in their articles on 1 March 2004, still can transfer their registered office to another jurisdiction based on a unanimous resolution of the general meeting of shareholders.
Karel Frielink
Attorney (Lawyer) / Partner
