CONFLICTS BETWEEN SHAREHOLDERS AND LEGAL DIVISION UNDER THE LAWS OF THE NETHERLANDS ANTILLES
The last option to be taken?
In case of a conflict between majority and minority shareholders in a Netherlands Antilles corporation there is a possibility to effectuate a splitting up of the parties by dividing the corporation into two (or more) corporations by a so-called legal division.
Division is either absolute or partial with a hive-off. Absolute division is the legal instrument whereby the property, rights and interests and liabilities of the corporation, which ceases to exist upon the division, are acquired by universal transfer of title by two or more other corporations in accordance with the description annexed to the deed of division. Partial division with a hive-off is the legal act whereby all or part of the property, rights and interests and liability of a corporation, which does not cease to exist on the division, are acquired by universal transfer of title in accordance with the description annexed to the deed of division by one or more companies.
At least one of them vests membership rights or shares in its capital, in accordance with the provisions on the members or shareholders of the corporation subject to the division. Or at least one of them is formed or incorporated on the division by the corporation subject to the division.
In the case of an absolute division, the deed of division may provide that respective shareholders of the corporation subject to the division will become a shareholder of the respective transferee corporations. In that case the resolution for the division shall be adopted by the general meeting of a company to be subject to the division, with a three-fourths majority of the votes cast at a meeting at which 95% of the issued capital is represented (section 2:360 NACC). So when the majority is not willing to divide, the minority cannot decide this on its own. Note that division is a very radical settlement.
Karel Frielink
Attorney (Lawyer) / Partner
