CROSS-BORDER CONVERSION OF A NETHERLANDS ANTILLES LEGAL ENTITY
Foreign jurisdiction must allow conversion
According to Netherlands Antilles law a limited liability company (NV or BV) or foundation can be ‘converted’ into a company governed by another jurisdiction, provided that this is allowed in accordance with the laws of the new jurisdiction. According to, e.g., Dutch law, such conversion to the Netherlands is in principle not allowed.
It is a general requirement that following the conversion, the existence of the company as a corporate entity in the new jurisdiction can be continued as the chosen corporate entity in accordance with the laws of the new jurisdiction. The reason for this requirement is that it must be possible for creditors of the company to turn to the corporate legal entity in this new jurisdiction after the transfer.
Karel Frielink
Curacao-based Attorney (lawyer) / Partner
