SHAREHOLDERS’ MEETINGS AND VIDEO CONFERENCING UNDER THE LAWS OF ARUBA
Can a shareholders’ meeting be held outside Aruba?
According to article 88 of the Code of Commerce of Aruba, shareholders’ meetings must be held in Aruba. Although it could be argued that this rule is pointless as Aruban law allows shareholders to adopt resolutions in writing, and they therefore would not even actually have to meet, it has not yet been challenged in court. Nevertheless, shareholders’ meetings of some limited liability company’s (‘NV’) are held abroad for many years already.
However, it could be that a court will quite strictly interpret the rule regarding the place where the shareholders’ meeting should take place. If so then no valid resolutions can be adopted in a meeting that is being held in another way then explicitly stated in the Code of Commerce. In that case shareholders’ meetings cannot be held using video conferencing, unless all shareholders (or their proxy holders) are actually in Aruba. Video conferencing can be used, however, for the board of managing directors and of the supervisory board without any restriction. Their meetings are not bound by any rules regarding the place where and manner in which they meet.
Karel Frielink
Attorney (lawyer) / Partner
