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THE VOLUNTARY LIQUIDATION OF A NETHERLANDS ANTILLES COMPANY

The liquidator takes control over the company

Below you will find an outline of certain steps to be taken in order to accomplish the dissolution (‘ontbinding’) and liquidation (‘vereffening’) of a Netherlands Antilles company

Steps to be taken to liquidation:

1. Resolution of the shareholders meeting to:

(i) dissolute the company;
(ii) appoint a liquidator; and (if they wish to do so:)
(iii) remove and discharge the directors (‘bestuurders’).

2. Publication of the dissolution of the company in the ‘Curaçaosche Courant’ (the Official Gazette of the Netherlands Antilles) by the liquidator.

3. Registration of the dissolution and deregistration of the directors with the commercial register of the Chamber of Commerce (e.g. in Curaçao).

Until the publication and the registration requirements have been fulfilled, the dissolution of the company shall not be effective towards third parties unaware (in good faith) of the fact that the resolution has been adopted. As per the date the resolution has been adopted the company must act under the name “[name] N.V. in liquidation” ([name] N.V. in liquidatie).

4. The liquidator realizes the assets of the company and settles all liabilities of the company with its creditors. The remaining balance of the assets of the company, if any, shall be distributed to the shareholders or other parties who are entitled thereto pursuant to the provisions of the articles of association. The liquidator is entitled to pay distributions in advance if the amount of assets of the company gives reason thereto.

In case it appears to the liquidator that the liabilities will exceed the assets, he will file for the bankruptcy of the company, unless all known creditors agree to the continuation of the voluntary liquidation of the company not falling under the bankruptcy.

5. The liquidator must render a statement of account. The account has to state to which level the creditors have been paid and if there is a surplus. In case of a surplus, the liquidator must also prepare a plan of distribution to the various creditors which plan has to include the basis for the distribution.

6. The liquidator must file the account and the plan at the offices of the company and with the commercial register of the Chamber of Commerce, both available for inspection by the public during a period of at least thirty (30) days.

7. The liquidator must announce in the Curaçaosche Courant where and until when the account and the plan are available for inspection by the public. The liquidator also must notify in writing the registered shareholders and all known creditors of said information. 

8. The liquidation will be completed and the company will no longer exist once there are no more assets known to the liquidator. 

9. The liquidator must prepare a final account which final account will have to be made available for public inspection at the offices of the company and in the commercial register of the Chamber of Commerce.

Karel Frielink
Attorney (Lawyer) / Partner