THE ULTIMATE CORPORATE ADVENTURE
Corporate legislation in the Netherlands Antilles
The law of the Netherlands Antilles (part of the Kingdom of the Netherlands) is still in full swing. The Netherlands Antilles government on a continuing basis is striving to introduce legislation and regulatory regimes in order to enhance its ability to attract quality business, and enable the country to maintain its reputation of pursuing high standards and integrity. Recent examples are the Act on the Private Fund Foundation (1998), a new Civil Code (2001), the Act on the Supervision of Trust Companies (2002) and the Act on the Supervision of Investment Institutions and Administrators (2003).
On March 1, 2004 the new act on corporate law (Book 2 Civil Code; the ‘Act’) became effective. The Act governs a.o. the NV (‘public limited liability company’) and BV (‘private limited liability company’).
The Act shows a bold new approach to Netherlands Antilles corporate law as such. One striking aspect is that this legislation gives shareholders far more freedom to organize their company than in the past:
- shareholders may choose between the English/American one-board system and the traditional continental European two-tier system;
- there may be voting and non-voting shares; and
- there may be par value shares or non-par value shares.
For which purposes are the NV and BV intended? For:
- group finance and investment activities;
- (international) joint-ventures;
- mutual funds;
- ‘plain-vanilla’ (local) activities; and
- structured finance, e.g. securitization and lease.
Karel Frielink
Attorney / Partner
