SHAREHOLDERS OF A NETHERLANDS ANTILLES COMPANY ARE ENTITLED TO CERTAIN INFORMATION
There is only a duty to account to the shareholders’ meeting
Suppose you are a shareholder of a Netherlands Antilles based company. What kind of information can you obtain from the managing board? Minutes of all board meetings? All bank account statements? Copies of all correspondence between the board and third parties?
The management board of a Netherlands Antilles company owes a duty to account for its management to the shareholders’ meeting. The duty to account to the shareholders’ meeting is embodied in the duty to draw up and submit the annual accounts and annual reports to the shareholders’ meeting. This duty to account is also embodied in the obligation to provide information to the shareholders’ meeting, unless this conflicts with a serious interest of the corporation. There is no duty to account to individual shareholders.
A shareholder is entitled inspect the annual accounts. With exception of the annual accounts (and, if applicable, the shareholders’ register), shareholders are not entitled to inspect other books, records or documents of whatever nature. However, in the course of proceedings involving a Netherlands Antilles company, the court may require, under certain circumstances, the company to give the opposite party access to its books, records and documents but only to the extent necessary to pursue the court case.
Karel Frielink
Attorney (Lawyer) / Partner
