VOLUNTARY DISSOLUTION OF A DUTCH CARIBBEAN COMPANY
Dissolution requires a shareholders’ decision
The shareholders of a Netherlands Antilles company may voluntarily decide to dissolve a company (NV or BV), which requires a shareholders’ resolution in accordance with the articles of association.
Publication of the dissolution of the company in the ‘Curaçaosche Courant’ (the Official Gazette of the Netherlands Antilles) by the liquidator (a.k.a. receiver) is mandatory. As is the registration of the dissolution and deregistration of the directors at the commercial register of the Chamber of Commerce.
Under Article 2:30(1) Netherlands Antilles Civil Code, the liquidator realizes the assets of a company and settles all liabilities of the company with its creditors. Any surplus after payment of the creditors shall be distributed to the shareholders or other parties entitled thereto pursuant to the provisions of the articles of association.
Under Article 2:30(2) Netherlands Antilles Civil Code the liquidator is entitled to pay distributions in advance if the condition of the estate so allows. If however it appears to the liquidator that the liabilities will exceed the assets, he must file for bankruptcy of the company, unless all known creditors agree to the continuation of the voluntary liquidation of the company, not under bankruptcy .
Pursuant to Article 2:31(1) Netherlands Antilles Civil Code, the liquidator must render a statement of accounts (“the Accounts”). The Accounts must state to what extent the creditors have been paid and if there is a surplus, its extent and composition. The liquidator shall prepare a plan of distribution for the surplus showing the basis for the distribution (“the Plan”). The liquidator must file the Accounts and the Plan at the offices of the company and at the commercial register of the Chamber of Commerce, and both must be available for perusal by the public for a period of at least thirty (30) days.
The liquidator must announce in the local paper, the Curaçaosche Courant, where and until when the Accounts and the Plan are available for perusal by the public. The liquidator also must notify the registered shareholders and all known creditors, of said information, in writing. Any creditor or any other interesting party may oppose the Account and the Plan by filing a petition with the court during the thirty day period, starting on the date of filing. If no one opposes the Accounts and the Plan, or any claim by opposing creditor(s) is denied by the court, the liquidator may proceed with the liquidation and will distribute the surplus to the parties entitled thereto.
Upon completion of the liquidation and once there are no more assets known to the liquidator, the company will have ceased to exist.
In the case that the company is involved in legal proceedings and faces a claim from a counterparty, the liquidator will be unable to complete the liquidation until such claim has been fully settled either in or out of court.
Karel Frielink
Attorney (Lawyer) / Partner
