AMENDING THE ARTICLES OF ASSOCIATION OF A NETHERLANDS ANTILLES COMPANY
Amendments may be adopted by a simple majority
The general meeting of shareholders may amend the articles of an NV or BV save for limitations in the articles itself. Unless the articles provide otherwise, amendments need to be adopted by a simple majority of votes. Usually, the articles require a special majority (e.g. 75% of the votes) in addition to a specified quorum at the meeting (e.g. that at least 50% of the votes must be present or represented).
Whatever limitations the articles may contain, if the resolution is adopted unanimously by all shareholders with voting rights, such resolution shall be binding.
The amendment of the articles is effected by the execution of a notarial deed. An authentic copy of this notarial deed must be deposited at the chamber of commerce. The civil law notary takes care of this.
Karel Frielink
Attorney (Lawyer) / Partner
