DIRECTORS OF A DUTCH CARIBBEAN COMPANY
May a director resign when he chooses to do so?
A Netherlands Antilles company (NV or BV) must have either a local director or a local representative. A company is not required to have more than one director, unless the articles of association provide otherwise. The Netherlands Antilles Corporate Code does not oblige the shareholders to appoint new board members once all board members have resigned.
Pursuant to Article 2:12(1) Netherlands Antilles Civil Code, the articles of association of the company must provide for the manner in which provisions are made for the interim management and administration of the company if no directors are in office or all are prevented from acting. The articles of association may, e.g., read as follows: “In the event that one or more directors are absent or prevented from acting, the remaining directors shall be entrusted with the management; in the event that all the directors are absent or prevented from acting, a person to be appointed for that purpose by the general meeting (i.e. of shareholders –KF) shall be temporarily entrusted with the management of the company. In the last-mentioned case the person appointed by the general meeting shall be required to convene a general meeting as soon as possible, for the purpose of making effectual provisions in respect of Management. So long as such provisions have not been made, the acts of management of said person shall be restricted to such as can admit of no delay.”
Generally speaking, the law does not impose an obligation on a board member to stay in office. He may resign if and when he chooses to do so. The resignation becomes effective when a written resignation is received by the company. A resignation should be filed with the Chamber of Commerce as well. A company cannot invoke inaccuracies in the registration or incomplete registration vis-à-vis third parties if the latter were not, or could, not have been aware of them.
Karel Frielink
Attorney (Lawyer) / Partner
