ESTABLISHING A BANK IN THE NETHERLANDS ANTILLES
Not every application is honored
In order to establish a bank in the Netherlands Antilles a license granted by the Central Bank (‘Bank van de Nederlandse Antillen’) is required. The general rule in the Netherlands Antilles is that new banks are only admitted as long as the banking market provides sufficient opportunities for a sound development in the banking sector.
It is required to send an application letter to the Central Bank, which a.o. should include information on the start capital (at least 5 million Netherlands Antilles Guilders in case the bank will become a subsidiary of a foreign bank). …
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UNITED STATES COURT OF APPEALS OVERTURNS SEC HEDGE FUND REGISTRATION RULES
SEC Rules called ‘arbitrary’
The rules requiring most U.S. hedge funds to register with the SEC were struck down on 23 June 2006 by the U.S. Court of Appeals for the District of Columbia. This is a setback for the Securities and Exchange Commission (SEC).
The Court called the rules requiring hedge funds with more than 15 investors to register ‘arbitrary’, because they exempt hedge funds with fewer than 15 clients. U.S. hedge funds do no longer need to register under the Investment Advisors Act of 1940.
According to the Court: “The number of investors in a hedge fund — …
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MONEY TRANSFER REGULATIONS IN THE NETHERLANDS ANTILLES
More strict anti-money laundering regulations to be expected
When you need to send money (from one country to another) you can use a company that offers money transfer services.
In order to set up money transfer companies in the Netherlands Antilles, a license is required. To get such license, one has to comply with many conditions, laid down by the regulator, the Central Bank of the Netherlands Antilles. Same applies, more or less, for Aruba. All money transfer companies should exercise due diligence by ensuring that at least they have in place policies and procedures …
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SHAREHOLDERS’ LIABILITY UNDER THE LAWS OF THE NETHERLANDS ANTILLES
Shareholder influence doesn’t necessarily cause liability
Shareholders are not personally liable for the liabilities of a company. As we have seen in the previous posting, sometimes they can be hold liable though. However, the single fact that a shareholder provides a contribution to the policy and management of its subsidiary, or acts as the actual executive as if it were director of the subsidiary, is not enough to establish liability of that shareholder based on tort.
The same applies to instances where the parent company interferes with the operational management of the subsidiary, which does not automatically result in liability …
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LIABILITY OF SHAREHOLDERS, DIRECTORS AND DIRECTORS-IN-FACT UNDER THE LAWS OF THE NETHERLANDS ANTILLES
Several grounds for liability
Under Netherlands Antilles law a company is recognized as being a separate legal entity for whose debts its shareholders are not liable. This is laid down in legislation. The Civil Code provides explicitly that shareholders are not personally liable for the liabilities of the legal person, except when the law provides otherwise.
Under Netherlands Antilles legislation, it is possible for shareholders of a company to opt for voluntarily being held liable for its debts. For instance, the articles of private limited liability companies may provide that holders of shares or a specific class of share shall …
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PROTECTION OF TRADEMARK RIGHTS UNDER THE LAWS OF THE NETHERLANDS ANTILLES
Trade mark rights help to protect business interests
A trademark is a type of industrial property. It is a distinctive sign of some kind (e.g. a symbol, word or logo) that enables the user to distinguish his business and his products or services from those of others.
Under Netherlands Antilles civil law, the right of ownership is the strongest right one can have. This right of ownership also applies to trademark rights. Ownership of a trademark right is established by registering the trademark right at the trademark register, and maintaining this registration.
The owner of the trademark right is for …
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CHANGE OF CORPORATION FORM OF A NETHERLANDS ANTILLES COMPANY
Specific formalities apply
On March 1, 2004, Book 2 Netherlands Antilles Civil Code (“NACC”) came into effect. Articles 303 through 305 NACC provide for a system of change of corporation form, and replaces the system of transfer of registered office. Under the system of change of corporation form, a company changes its current Netherlands Antilles corporation form into an equivalent corporation form (for instance, a BVI Ltd).
In short, the system of change of corporation form operates as follows. In order to change the corporation form, a resolution of the general meeting of shareholders is required, proposed by all the …
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U.S. COURTS CITING LEGAL BLOGS
Will other courts follow?
Ian Best, who recently graduated from law school at Ohio State University, compiled a list of American court cases that cited legal blogs. He has listed the cases, and then hyperlinked each case to an excerpt which contains the blog citation. Furthermore, he has made the blog citations “active” by linking them back to their original online source.
Will more courts be willing to cite to blogs? I am not aware of any court cases in the Netherlands, the Netherlands Antilles or Aruba that have cited legal blogs. If you …
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THE TERMINATION OF A FRANCHISE AGREEMENT UNDER THE LAWS OF THE NETHERLANDS ANTILLES
The good faith principle is leading
In actual practice franchises frequently bare resemblance to (certain aspects of) distribution agreements. Hence, what are called ‘franchises’ are not seldom mixed type agreements, consisting of a franchise and of a distribution element. Franchise agreements are not defined in any Netherlands Antilles statute. The franchise agreement is an agreement sui generis (legalism for ‘of its own kind’), subject to the general law of contracts. Distribution agreements are also not subject to any specific legislation, with the same result as with regard to franchise agreements in that the general law of contracts will apply. …
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库拉索岛
加勒比地区的中心 加勒比地区的珍珠
库拉索岛虽然最近在财政和电子商务领域都发生了革命性的变革，这个岛屿仍然是加勒比地区的中心和加勒比地区的珍珠，岛上遍布外国出口商，尤其是来自亚洲（中国、日本、新加坡、印度）的出口商。特别值得这些出口商考虑的是把库拉索岛作为一个向拉丁美洲出口的中转地。库拉索岛在贸易的路途上有得天独厚的优势。
库拉索岛可以提供许多（地区性的）优势，比如：
* 加勒比海地区和拉丁美洲的物流中心；
* 高质量的人力资源；
* 良好的财政环境；
* 完备的国际银行和金融服务；
* 荷兰王国的一部分；
* 完整的电子及解决方案；
* 优良的基础设施。
库拉索岛是通往拉丁美洲的大门。
キュラソー島
カリブ海の中心地に浮かぶ真珠
最近の財務およびEコマースの法的枠組における革命的な変化にも関わらず、キュラソー島は外国の輸出国、とりわけアジア（中国、日本、シンガポール、インドなど）の輸出国には、広い範囲でまだよく知られていません。 特にこれらの輸出国は、キュラソー島を拠点としてラテンアメリカへの輸出を考慮すべきです。 キュラソー島は、ラテンアメリカ、アジア、米国、および欧州間の取引における交差路として、理想的な立地条件を誇っています。
キュラソー島には以下のような多数の（地域上の）メリットがあります。
* カリブ海およびラテンアメリカのロジスティックセンター
* 高い資格を持った人材
* 非常に有利な財務環境
* 広範な国際銀行業務および金融サービス
* オランダ王国の領土であること
* 総合的なE ソリューション
* 素晴らしいインフラ
キュラソーはラテンアメリカへの玄関口です
COMPENSATION FOR ‘PAIN AND SUFFERING’ UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA
Emotional damages
In relation to emotional damages the Civil Code (“CC”) is applicable. The articles 6:95 and 6:106 of the CC provide for the legal basis for claiming emotional damages. Article 6:95 CC states that damages which have to be compensated as a result of a statutory obligation consist of i) financial loss or ii) other disadvantages.
Pursuant to article 6:95 CC these ‘other disadvantages’ can only be compensated in case the law provides for a legal basis for compensation. Article 6:106 CC indicates when a right to ‘other disadvantages’ exists. Pursuant to article 6:106 sub 1 under b CC …
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