TAXATION IN ARUBA
A source of income makes one subject to income tax
For Aruba tax purposes a resident private person is subject to income tax for its world wide income based on the Income Tax Ordinance. Also subject to Aruba income tax are private persons who are not a resident, but have a domestic source of income, like e.g. Aruba real estate. Residency depends according to the General Tax law on the “circumstances”, so no annual day-term is applicable for example.
Pursuant to the Profit Tax Ordinance, Aruba in principle levies profit tax on profits earned by corporate entities resident in Aruba …
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SCANNED EVIDENCE UNDER THE LAWS OF THE DUTCH CARIBBEAN
Electronic files will not be disregarded as evidence
A Dutch Caribbean court may base its decision on facts only. If something is not disputed by the parties it is such a fact, even if it does not correspond with reality. For example, if both parties state that they were involved in a fight in London, the court will assume the correctness thereof, although both parties know that the fight was actually in Chelsea. Furthermore, facts can be proven in the course of the proceedings, e.g., by showing the court an official extract of a notarial deed. The court may base …
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MAY THE BOARD OF A DUTCH CARIBBEAN COMPANY SELL ITS BUSINESS?
The management board faces limitations
The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. Except for restrictions in the articles of association, the management board is responsible for the management of the BV or NV (private or public limited liability company) and is authorized to represent it. Are there any other restrictions? The answer is yes.
On 3 May 2007, the Amsterdam Enterprise Court (‘Ondernemingskamer Hof Amsterdam‘) ruled that ABN AMRO Bank must freeze its $21 billion sale of U.S. unit LaSalle to Bank of America, because in …
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RESPONSIBILITIES OF THE MANAGEMENT BOARD OF A NETHERLANDS ANTILLES COMPANY
Board is centre of gravity
The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. Except for restrictions in the articles of association, the management board is responsible for the management of the BV or NV (private or public limited liability company) and is authorized to represent it.
The management board is the corporation’s centre of gravity. The management board of a Netherlands Antilles corporation combines the functions of executive directors and senior officers in a U.S. corporation, unless the articles provide for a one-tier board. There is no …
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BUYING SHARES IN A NETHERLANDS ANTILLES OFFSHORE COMPANY
No specific requirements
Under Netherlands Antilles law, no specific requirements exist regarding the purchase of shares in a Netherlands Antilles offshore company by a foreign company. The Netherlands Antilles do not have any anti-trust regulations.
In the Netherlands Antilles there are no statutory requirements preventing the sale of one or all of the shares issued and outstanding or requiring any form of governmental authority license or registration in connection therewith.
Regarding bearer shares, no transfer deed is required as far as Netherlands Antilles law is concerned. Bearer shares are transferred by surrendering share certificates. The transfer of ownership is thus …
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THE UNAUTHORIZED OFFERING OF COPYRIGHTED MOVIES UNDER THE LAWS OF THE NETHERLANDS ANTILLES
What are the service provider’s obligations?
Suppose you are a service provider (operator, i.e., an entity which offers services for facilitating information by electronic means) based in the Netherlands Antilles. One of your customers downloaded a copyrighted movie and (allegedly) offers the same to others without any required permission. The foreign holder of the copyrights demands that you disable access to the customer and take appropriate action against said customer. What should you do?
Netherlands Antilles law does not hold for a ‘notice-and-take-down’-system as is in place in certain foreign jurisdictions. In fact, there is no specific legislation with respect …
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A BUSINESS LICENSE IN THE NETHERLANDS ANTILLES
No license, no business
It is required under rules of Netherlands Antilles public law to obtain a business license for establishing and conducting business in the Netherlands Antilles. The responsible public authority in respect of the granting of a business license is the Service for Economic Affairs (‘Dienst Economische Zaken’, “DEZ”).
According to DEZ, foreign legal entities can only be granted a business license if the business will be conducted through a – to be incorporated – Netherlands Antilles legal entity. However, the business may be conducted through a representative office or branch office (‘nevenvestiging’ or ‘filiaal’), not being a …
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SUPERVISION OF NETHERLANDS ANTILLES COMPANY PENSION FUNDS
Supervision only if pension promise has been made
Under Netherlands Antilles National Ordinance on company pension funds 1985 (‘Landsverordening ondernemingspensioenfondsen’; the “NOP”), company pension funds are subject to supervision by the Netherlands Antilles Central Bank.
The NOP is based upon the principle that if an employer makes a pension promise, it can fulfill this pension promise in a number of ways. For example, it can arrange a company pension fund specifically for the company itself or can become a member of an industry-wide pension fund.
The NOP and supervision by the Central Bank only apply if a pension promise has …
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ARUBA HAS TO RECOGNIZE DUTCH SAME-SEX MARRIAGES
Supreme Court ruled on controversial issue
The Supreme Court of the Netherlands, the Netherlands Antilles and Aruba ruled on 13 April 2007 that Aruba must recognize same-sex marriages registered in the Netherlands.
Same-sex couples can marry in the Netherlands for six years already. However, Aruba and the Netherlands Antilles have not changed their legislation which still does not allow for such marriages. Also, supported by strong public opposition, Aruba refused to recognize the same.
Although a same-sex marriage is not possible in Aruba or the Netherlands Antilles, both countries are now forced to at least recognize Dutch same-sex marriages. The ruling of the …
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FINANCIAL STATEMENTS OF NETHERLANDS ANTILLES BANKS
Central Bank requires IFRS
The financial statements of Netherlands Antilles banking institutions must be prepared in accordance with IFRS (International Financial Reporting Standards). The IFRS are a set of accounting standards issued by the International Accounting Standards Board (IASB).
Deviation from this standard is allowed only after prior written approval from the Netherlands Antilles Central Bank. The Central Bank will provide this approval only if a valid reason exists for preparing the accounts based on another internationally accepted accounting standard, such as Dutch or US GAAP.
Under no circumstances is a banking institution allowed to prepare its financial statements using …
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ORAL CONTRACTS ARE VALID AND BINDING UNDER THE LAWS OF THE DUTCH CARIBBEAN
There are certain exceptions
Many contracts are concluded on the telephone. Often a (fax) confirmation is sent of the most important terms of the transaction.
However, an oral contract as such creates a binding transaction under Dutch Caribbean Law (a.k.a. Netherlands Antilles and Aruba law). Oral agreements are valid and binding, unless the law requires certain formalities to be fulfilled. For example, you can only acquire ownership of real property or a registered ship by means of a notarial deed.
Although no written confirmation (fax) is required in the case of an oral agreement, for reasons of evidence it is …
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SUPERVISION OF FOREIGN FUND ADMINISTRATORS RENDERING SERVICES TO NETHERLANDS ANTILLES FUNDS
Home country supervision exemption
The National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’) provides for a licensing system for investment institutions and administrators.
According to the Netherlands Antilles Central Bank’s policy guidelines on exemption for fund administrators, administrators not domiciled in the Netherlands Antilles that (i) provide administrative services to (supervised or exempted) Netherlands Antillean investment institutions and (ii) are subject to adequate home country supervision, are eligible for exemption pursuant to article 21 of the National Ordinance Supervision of Investment Institutions and Administrators.
However, the Central Bank has not formally published …
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