THE ULTIMATE CORPORATE ADVENTURE (II)
The NV and BV are entities with unprecedented possibilities
On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code; the “Act”) became effective. Contrary to what one might expect, the Antillean NV (public limited liability company) and BV (private limited liability company) do not resemble the Dutch NV and BV. They are completely new, contemporary and revolutionary entities with unprecedented possibilities. The main object of the legislator was flexibility and maximum freedom of organization and presentation. Accordingly, the Act contains few mandatory provisions, such as provisions relating to the interests of creditors and minority shareholders.
The Antillean NV or BV can be established in a form that resembles what a foreign shareholder encounters in his own legal system: the NV or BV can, for example, be organized like a Dutch NV, a Delaware corporation, a BVI company or a German GmbH. The motto is: “You request, we provide”. The chameleonic possibilities of the NV and BV contribute to their attractiveness. It should be noted, however, that a BV cannot issue bearer shares and that an NV can only issue registered shares too, which consequently may be converted into bearer shares.
The Act shows a bold new approach to Netherlands Antilles corporate law as such. One striking aspect is that this legislation gives shareholders far more freedom to organize their company than in the past:
– shareholders of an NV or BV may choose between the English/American one-board system and the traditional continental European two-tier system;
– there may be voting and non-voting shares; and
– there may be par value shares or non-par value shares.
Karel Frielink
Attorney (Lawyer) / Partner
