SHAREHOLDERS OF A NETHERLANDS ANTILLES COMPANY ARE ENTITLED TO CERTAIN INFORMATION
There is only a duty to account to the shareholders’ meeting
Suppose you are a shareholder of a Netherlands Antilles based company. What kind of information can you obtain from the managing board? Minutes of all board meetings? All bank account statements? Copies of all correspondence between the board and third parties?
The management board of a Netherlands Antilles company owes a duty to account for its management to the shareholders’ meeting. The duty to account to the shareholders’ meeting is embodied in the duty to draw up and submit the annual accounts and annual reports to the shareholders’ meeting. …
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NULLIFICATION OF A BINDING ADVICE UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA
Nullification only possible on limited grounds
Court proceedings are time consuming and cost a lot of money. Also, Court decisions do not always offer an acceptable solution. It is for those reasons that more and more parties choose another form of conflict control: arbitration, mediation or binding advice.
The binding advice given by a conciliation board (e.g. a consumer conciliation board or a board composed of party appointed members) is not a judgment. Between the parties the binding advice has the same force as an agreement. The binding advice can if necessary be made enforceable by recourse to the court …
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CORPORATIONS AND THEIR ALTER-EGOS UNDER THE LAWS OF THE NETHERLANDS ANTILLES (II)
Reverse pierce of the corporate veil?
For tort I shall briefly discuss the position under Netherlands law (as opposed to Netherlands Antilles law), as most relevant literature and case law on this point was written towards Netherlands law. It should be noted that in theory the Netherlands case law to a certain extent may apply by analogy to an NV or BV under Netherlands Antilles law, as both systems are based on the same legal concepts and share the same Supreme Court. However, in practice the “by analogy” interpretation is still a hurdle which needs to be taken, as Netherlands …
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CORPORATIONS AND THEIR ALTER-EGOS UNDER THE LAWS OF THE NETHERLANDS ANTILLES (I)
Reverse pierce of the corporate veil?
In some countries if a corporation is to be regarded as the same or the alter ego of its shareholder, then the corporate or tax law authorizes a reverse pierce of the corporate veil, meaning that the corporation can be liable for the debts of its shareholder.
If Netherlands Antilles law were to apply to such a case (the corporation is the alter ego of its shareholder), then the general rule is that a shareholder in a limited liability company (NV or BV) is not personally liable for the liabilities of such company and …
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STOCK EXCHANGE ISSUES UNDER THE LAWS OF THE NETHERLANDS ANTILLES
Not too much red-tape
Notification issues are dealt with in the Ordinance on the Notification of Control in Listed Companies 1991 (‘Landsverordening Zeggenschap in ter Beurze Genoteerde Vennootschappen 1991’). This Ordinance basically applies if it concerns shares in a Netherlands Antilles public company with limited liability which is listed on a stock exchange. If we are dealing with shares in e.g. a French or German company, this Ordinance does not apply.
The Ordinance on the Supervision of Stock Exchanges 1998 (‘Landsverordening Toezicht Effectenbeurzen 1998’). As a general rule, this Ordinance applies to stock exchanges that are operated in the Netherlands …
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TOURISM IS BOOMING ON CURACAO, THE NETHERLANDS ANTILLES
Hilton, Marriott and Hyatt are already part of this dream-destination (click here)
Curacao is the Pearl and the Capital of the Caribbean
The Netherlands Antilles form part of the Kingdom of the Netherlands. The other members of the Kingdom are Aruba and the Netherlands. The Netherlands Antilles in turn consist of five islands: Bonaire and Curaçao (together with Aruba constituting the so-called ABC Islands, or Leeward Antilles, located in the South western Caribbean, near Venezuela). Curaçao is the largest island of the Netherlands Antilles.
Curacao offers many (regional) advantages such as:
* Logistic center for the …
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THE STANDARD PROFIT TAX REGIME OF THE NETHERLANDS ANTILLES
Interest income will trigger the 34.5% profit tax
If a Netherlands Antilles based company is subject to the standard profit tax regime of the Netherlands Antilles this means that the applicable profit tax rate is 34.5%.
Suppose this company acts as a holding company for a Dutch subsidiary. If that is the case the participation exemption provision that has been introduced in 2001 will be applicable. This means that both dividends and capital gains on an interest of at least 25% of the shares in a Dutch company are exempted for 100%.
The Netherlands Antilles do not levy a dividend …
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PASSENGER NAME RECORDS AGREEMENT HAS BEEN NULLIFIED BY THE EUROPEAN COURT
Only a minor set-back in the fight against terrorism
The May 2004 ‘Passenger Name Records Agreement’ between European Union and United States authorities has been nullified by the European Court of Justice today because it lacks adequate legal basis. The nullification of the agreement is based on a legal technicality: its subject-matter fell outside the scope of the data protection directive.
According to the agreement, airlines flying from the European Union to the United States have had to disclose personal information of passengers, including e-mail and credit card details. The agreement is one of the anti-terrorism measures heavily debated by …
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DONALD TRUMP OR KAREL FRIELINK: WHO WOULD YOU TRUST MORE?
In doing business trust is a necessary element
One (Donald Trump) is famous, built an empire (a.o. the famous ‘Trump towers’) and can be seen on various TV channels around the world and throughout the week, the other (me) is an attorney practising law in a rather remote area (a small island in the Caribbean Sea), without any relevant media exposure whatsoever. Who would you trust more?
Can you trust people you do not know? Fact is, you can decide to trust someone just because you have seen his/her face on television (and many people actually …
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ARUBA LEGISLATION AGAINST MONEY-LAUNDERING
The government continues to improve the system
Since the Financial Action Task Force (FATF) evaluation in 1995, Aruba has passed new legislation and undertaken a number of other measures aimed at strengthening its anti-money laundering system. In February 1996, the Reporting Ordinance and the Identification Ordinance came into effect. Following the passage of these measures, the government has sought to address concerns relating to the casino and gambling industry, the use of legal entities, the import and export of cash and the Aruba Free Zone. Reports were prepared, which make recommendations for strengthening the anti-money laundering measures in these sectors, …
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ACQUIRING SHARES IN THE CAPITAL OF A NETHERLANDS ANTILLES BASED BANK
Any change of control requires the Central Bank’s approval
Banks domiciled in the Netherlands Antilles are subject to supervision based on the National Ordinance Supervision Banking and Credit System (‘Landsverordening Bank- en Kredietwezen’).
Any change of control regarding such bank, either direct or indirect, requires the prior approval of the Netherlands Antilles Central Bank. The management of the Netherlands Antilles based bank should inform the Central Bank of the intention to transfer the shares by the present shareholders to others by means of a letter, detailing the reasons why the shares are being transferred, and the consideration paid per share …
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TAXATION OF REAL PROPERTY IN THE NETHERLANDS ANTILLES
Transfer tax and ground tax
According to the Netherlands Antilles Transfer Tax Ordinance (‘Overdrachtsbelastingverordening 1908’), transfer tax is in general levied from deeds and/or judgments of transfer of real estate (property) which are situated within the Netherlands Antilles. Also the creation or ceding of a right in rem, for example a long leasehold (‘erfpachtsrecht’), is being taxed with transfer tax. The transfer tax rate is 4% of the value mentioned in the deed with as minimum value the registry value (‘leggerwaarde’) as valued in accordance with the Netherlands Antilles National Ordinance Ground Tax (‘Landsverordening Grondbelasting’).
According to the latter Ordinance, …
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