CONVERSION AND TRANSFER OF STATUTORY SEAT UNDER THE LAWS OF THE DUTCH CARIBBEAN
Almost identical concepts
Netherlands Antilles law provides two possible scenarios for the transfer of the corporate seat of a company:
- so-called ‘conversion’ of the Netherlands Antilles company (to a company in a foreign jurisdiction) on the basis of several provisions in the Netherlands Antilles Civil Code, or
- transfer of the corporate seat on the basis of the National Ordinance on corporate seat transfer to third countries (‘Landsverordening Zetelverplaatsing Derde Landen’), provided inter alia that this latter option was expressly allowed on the basis of the articles of association of the company on 1 March 2004 and still is.
The corporate seat of a Netherlands Antilles company can be transferred to a jurisdiction outside the Netherlands Antilles, provided that such transfer is permitted in accordance with the laws of the jurisdiction the company intends to transfer its seat to. According to Dutch law, a transfer to the Netherlands is in principle not possible. The same applies to conversion. Both transfer and conversion (almost identical concepts) are subject to certain statutory requirements.
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
21
Jul
2007
CATEGORY
COMMENTS
No Comments
