THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN LEGAL ENTITY
The management board is responsible for the day-to-day affairs
The management board has the function of managing the legal entity, i.e., making policy and conducting the day-to-day management of such legal entity (NV, BV, Foundation or Association). The management board is responsible for the management of the entity and is authorized to represent it, except where restricted by the articles of incorporation.
The management board is the legal entity’s centre of gravity. The management board of a Curacao or St. Maarten company (NV or BV) combines the functions of executive directors and senior officers in a U.S. corporation, unless the articles provide for a one-tier board. There is no position equivalent to that of chief executive officer. The concept of corporate officers is unknown in Curacao or St. Maarten corporate law.
Although not explicitly provided for in Book 2 of the Civil Code (of Curacao and St. Maarten), it is considered a general rule of corporate law that the management board must act in the best interests of the entity in the performance of its duties, even when acting upon instructions from others (e.g. shareholders or members).
The management board has a duty to account to the general meeting (and the supervisory board, if any) for its actions. The duty to account to the general meeting is embodied in the duty to draw up and submit the annual accounts and annual report to the general meeting.
Karel Frielink
Attorney (Lawyer) / Partner
(18 October 2010)
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