THE SELLING OF SHARES BY A CURACAO COMPANY
Answers to foreign counsel queries
A Curaçao company (NV or BV) may have assets, both local and foreign. Not seldom such a company wants to sell all or a portion of its assets. If foreign assets or a foreign buyer is involved, foreign counsel always asks questions about the laws of Curaçao. Several of those questions will be dealt with here. Let’s assume that a Curaçao company wants to sell its shares in a Dutch BV.
The Curaçao NV or BV may sell some or all of its shares in the Dutch BV. It is customary that board minutes or resolutions are prepared to approve and authorize such transactions. The transfer of shares in a Dutch BV requires a Dutch notarial deed. The actual transfer of the title to the shares itself needs to be in accordance with Dutch law. However, it is not necessary that the sale and purchase agreement be governed by Curaçao or Dutch law. Nor is it necessary to settle any disputes in Curaçao. The parties are free to choose another forum.
The transfer of registered shares in a Curaçao NV or BV only requires a private deed. Under the laws of Curaçao, the transfer of registered shares in an NV or BV is effected either by serving a deed of transfer upon the company, or by written acknowledgement of the transfer by the company.
The shareholders of a Curaçao company may voluntarily decide to dissolve a company which requires a shareholders’ resolution in accordance with the articles of association. The sale of all or a substantial portion of the company’s assets may preclude the company from continuing the business it has been conducting. There is no statutory provision in Curaçao covering this specific event, but the view held for many years by legal commentators (like myself) is that it should be considered a matter that falls outside the realm of a management board’s powers and that it is an action that is equivalent to the dissolution of the company, which requires a shareholders’ resolution.
Karel Frielink
Attorney (Lawyer) / Partner
(5 August 2016)
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