HOW OLD IS THE IDEA OF LAW?
Very old!
According to Shirley Robin Letwin (On the History of the Idea of Law; Cambridge University Press 2005; edited by Noel B. Reynolds), the idea of law has been at the heart of Western civilization since its beginnings in ancient Greece.
However, the concept and nature of ‘law’ are still obscure, not only for laymen, but especially for the legally trained mind. Why should one obey the law? Why may certain institutions enforce the law? Is it all about ‘naked’ power or is there a moral aspect involved as well?
In ancient Greece (5th century B.C.), the concept of …
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DUTCH CARIBBEAN REPORTING REQUIREMENTS FOR CORPORATIONS
Each year financial statements must be drawn up
Each year, within eight months after the lap of the fiscal year, financial statements have to be drawn up: a balance sheet, a profit and loss statement and an explanatory note. Such statements have to be presented to the annual Meeting of Shareholders for adoption. The statements must be in accordance with generally accepted standards. There is no obligation to appoint an (external) auditor. There are no filing or publication requirements. Except for members of the Board and supervisory directors (if any), the shareholders are entitled to review said statements during a …
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THE DUTCH CARIBBEAN MEMBER-MANAGED COMPANY
No separate body for management purposes
The Netherlands Antilles corporate code contains provisions with respect to the member-managed limited liability company. This form of the BV does not have a separate Board of Directors. The shareholders together will act as such Board, making the decision process much easier. In a shareholders’ agreement, the shareholders may determine e.g. how they manage the company and their remuneration.
The member-managed company is a legal entity with limited liability for the shareholders. However, it can be given such a form that it resembles a limited partnership (‘commanditaire vennootschap’), a general partnership (‘vennootschap onder firma‘) …
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TWO FAMOUS DUTCH CARIBBEAN ENTITIES
The NV and BV
The Netherlands Antillean NV (public limited liability company) or BV (private limited liability company) 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 bearer shares too, …
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CONVERSION AND TRANSFER OF STATUTORY SEAT UNDER THE LAWS OF THE DUTCH CARIBBEAN
Almost identical concepts
Netherlands Antilles law provides two possible scenarios for the transfer of the corporate seat of a company:
The corporate …
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CERTAIN ASPECTS OF LEASE AGREEMENTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
Watch your lessee
A lessee may not continue occupancy after the term of the lease has expired. However, Netherlands Antilles Law prescribes that in the event a lessee continues occupancy after the term of a (written) lease agreement has expired, the parties are deemed to have entered into a new lease agreement on the basis of an oral agreement. In order to avoid any possible dispute that might arise upon such extension, it is therefore advisable to either send a written termination notice or, alternatively – if it is the intention of the parties to continue the lease – to …
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SUPREME COURT DECISION IN ABN AMRO BANK (LASALLE) CASE
ABN AMRO Bank didn’t need shareholder approval
Today the Dutch Supreme Court (‘Hoge Raad’) ruled that ABN AMRO Bank didn’t need shareholder approval to sell its U.S. subsidiary LaSalle to Bank of America. Subsequently, the Supreme Court overturned the decision of the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’) and dismissed the request for any interim injunction to suspend (pending the approval by the shareholders) the contract of sale regarding LaSalle.
ABN AMRO Bank is at the center of a tug-of-war between two rival buyout offers, one from Barclays and another from a consortium of banks (Santander, Fortis and Royal Bank …
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KNOW YOUR CUSTOMER RULES FOR ADMINISTRATORS UNDER THE LAWS OF THE NETHERLANDS ANTILLES
True identity of customers must be established
Due diligence has to be performed by administrators and self-administered investment institutions on the (prospective) investors of the (self-) administered investment institution.
Investment institutions have the obligation to determine the true identity of their (prospective) investors, including where applicable the (ultimate) beneficiaries of their investors that are legal entities. The identification of the investors can be either performed by the administrator to which the administrative services pertaining to the investment institution has been wholly or partially outsourced, or by the self-administered investment institution. Administrators and self-administered investment institutions are required to obtain information …
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INVESTMENT INSTITUTIONS AND THE NETHERLANDS ANTILLES
In most cases a license is required
An investment institution is either an investment company or an investment fund, according to the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’, the “NOSIIA”).
An investment company is the body corporate that raises or has obtained pecuniary means or other property to be used for collective investment with the objective of allowing the participant to benefit from the revenues of the investment. An investment fund is a non-incorporated capital comprising pecuniary means or other raised or obtained for collective investment with the objective of …
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SUPERVISION OF TRUST COMPANIES IN THE NETHERLANDS ANTILLES
Trust companies render management services
Supervision of trust companies is dealt with in the National Ordinance on the Supervision of Trust Service Providers 2003 (‘Landsverordening toezicht trustwezen’, the ‘NOST’). Supervision of trust companies (a.k.a. fiduciairy or company service providers) falls in the category integrity supervision and not in the category prudential supervision. The supervisor is the Central Bank of the Netherlands Antilles. The ordinance prohibits anyone from rendering fiduciary or trust services without a license.
According to art. 10 of the NOST, trust services means:
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CONDITIONS FOR BUSINESS DEVELOPMENT IN THE NETHERLANDS ANTILLES
There is room for improvement
The local conditions in terms of tax, legal, accounting, (telecom) infrastructure and regulatory (supervision of banks, funds etc.) are favorable. There are a considerable number of investors and companies present on Curacao. Not only pension funds and insurance companies, but also large banks, (investment and hedge) funds and fund administrators as well as real estate developers (hotels, apartments, golf courses). This also has to do with the ample presence of the highly trained, English speaking labor force.
Also, what should be mentioned is the Netherlands Antilles being an attractive hub for international activities. In particular …
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ADVICE ATTORNEY-GENERAL IN ABN AMRO BANK CASE
Amsterdam Enterprise Court decision should be annulled
Today, the Attorney-General provided the Dutch Supreme Court with his advice on the ABN AMRO Bank case (LaSalle). In his opinion, the Supreme Court should annul the decision rendered by the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam’).
The advisory opinion can be summarized as follows (source):
This lawsuit focuses on the question whether the board of directors of ABN AMRO Holding (BoD) was allowed to sell its US subsidiary LaSalle without the prior approval by the general meeting of shareholders (GMS). This sale took place on the moment the BoD …
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