THE GENERAL MEETING OF SHAREHOLDERS IN THE NETHERLANDS ANTILLES
Shareholders have much freedom to organize their company the way they want
Contrary to what one might expect, the Antillean public limited liability company (‘NV’) and private limited liability company (‘BV’) 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 Corporate Act (Book 2 Civil Code) contains few mandatory provisions, such as provisions relating to the interests of creditors and minority shareholders.
This legislation gives shareholders far more freedom to organize their company …
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LIABILITY OF SUPERVISORY DIRECTORS IN THE NETHERLANDS ANTILLES
Ordinary negligence does not constitute liability
Shareholders of a Netherlands Antilles public limited liability company (‘NV’) or private limited liability company (‘BV’) may choose between the English/American one-board (or one-tier) system and the traditional continental European two-tier system.
In the one-tier system there is just one corporate body consisting of both executive and non-executive members. In the two-tier system there are two separate bodies: a management board (consisting of executives) and a supervisory board (consisting of non-executives). The rules of liability for supervisory directors and non-executive directors are the same.
It is the supervisory board’s duty to supervise the policy …
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THIRD PARTY DISCOVERY PROCEEDINGS IN THE NETHERLANDS ANTILLES
The judge may order third parties to disclose documents
On August 1, 2005, the new code on civil procedure (the ‘Code’) became effective. According to Section 142 par. 1 of the Code, the court may, upon request of one of the parties, order a third party to provide information and to produce documents (including electronic documents). This discovery is limited to proceedings already pending.
The judge will not grant such a discovery prior to the third party being given the opportunity to object. Possible arguments the third party could bring forward: (a) he is not able to provide the information …
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BEARER SHARES AND THE LAWS OF THE NETHERLANDS ANTILLES
It is not possible to directly issue bearer shares
On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code) became effective. Since that date it is no longer possible to (directly) issue bearer shares. Also, a ‘deed of issuance’ is required: this instrument must be signed by the company and the shareholder (subscriber). No deed, no issuance.
Bearer shares may only be issued if fully paid up. A company with only bearer shares has no shareholders’ register. Only a public limited liability company (NV) may issue bearer shares, provided that registered shares be issued …
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CONFLICTS BETWEEN SHAREHOLDERS AND LEGAL DIVISION UNDER THE LAWS OF THE NETHERLANDS ANTILLES
The last option to be taken?
In case of a conflict between majority and minority shareholders in a Netherlands Antilles corporation there is a possibility to effectuate a splitting up of the parties by dividing the corporation into two (or more) corporations by a so-called legal division.
Division is either absolute or partial with a hive-off. Absolute division is the legal instrument whereby the property, rights and interests and liabilities of the corporation, which ceases to exist upon the division, are acquired by universal transfer of title by two or more other corporations in accordance with the description annexed to …
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NETWORKING: ATTORNEYS DO IT TOO
Business relationships can be created and developed through the internet. I’m using Ecademy for business networking. Why? Ecademy provides business people around the world with:
To find out more and connect on Ecademy …
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HIGH DENOMINATION DISPENSATION FOR NETHERLANDS ANTILLES-BASED INVESTMENT FUNDS
The minimum amount must be at least US$ 50,000
Investment funds that offer their participating interests only or also to natural persons and/or legal entities considered by the Netherlands Antilles Central Bank to have comparable skills and competency as professional parties to form their own balanced opinion about the offer being made, may in individual cases be exempted.
In determining whether a fund qualifies for this exemption, the Central Bank particularly considers the target group to whom the fund’s participating interests are offered. This exemption, which is strictly spoken individual dispensation, is available only if the minimum initial subscription amount …
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KEEPING FINANCIAL DATA BY CREDIT INSTITUTIONS UNDER THE LAWS OF THE NETHERLANDS ANTILLES
10 years is mandatory
Pursuant to article 42 of the National Ordinance on the supervision of banking and credit institutions 1994 (‘Landsverordening toezicht bank- en kredietwezen’), a credit institution is obliged to, during at least 10 years, keep all letters, records, and data carriers in respect of its business activities and the movements in all accounts held by the credit institution in its own name and in the name of third parties. This 10 year period is also the length of the period during which pursuant to the Civil Code, a legal entity in general is obliged to keep all …
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AVIATION LAWS IN THE NETHERLANDS ANTILLES
A valid certificate of airworthiness is required
Pursuant to section 8 of the Curaçao Aviation Decree (‘Curacaosch Luchtvaartbesluit 1935’), no aviation may be exercised if:
– there is no valid certificate of airworthiness for the aircraft carrier issued by the authority in the jurisdiction of registration of the aircraft carrier;
– the crew of the aircraft carries does not have available a certificate of competence, issued by the authority in the jurisdiction of registration of the aircraft carrier; and
– any license or certificate required by international statute is revoked of has never been issued.
Pursuant to section 13 (4) of the Curaçao …
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THE VOLUNTARY LIQUIDATION OF A NETHERLANDS ANTILLES COMPANY
The liquidator takes control over the company
Below you will find an outline of certain steps to be taken in order to accomplish the dissolution (‘ontbinding’) and liquidation (‘vereffening’) of a Netherlands Antilles company
Steps to be taken to liquidation:
1. Resolution of the shareholders meeting to:
(i) dissolute the company; (ii) appoint a liquidator; and (if they wish to do so:) (iii) remove and discharge the directors (‘bestuurders’).
2. Publication of the dissolution of the company in the ‘Curaçaosche Courant’ (the Official Gazette of the Netherlands Antilles) by the liquidator.
3. Registration of the dissolution and deregistration of the directors with the commercial register of …
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NETHERLANDS ANTILLES LABOR LAW (VII)
Court termination for a serious cause
Each party may request the competent Court to terminate the employment agreement on the basis of a serious cause. A serious cause may be an urgent cause that has not previously been invoked to terminate the employment agreement immediately, or a change in the circumstances of such a nature that the employment reasonably should be terminated instantly or on short notice. The procedure is widely used as a proper alternative for the DDLA procedure as mentioned above.
All relevant facts related to the grounds for the requested termination must be presented and explained to …
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NETHERLANDS ANTILLES LABOR LAW (VI)
Termination during the trial period
The parties to an employment agreement may at the start of their relationship agree to a trial period. The maximum duration of the trial period is two months and does not depend on the length of the employment agreement.
During this trial period, either party may terminate the employment agreement without prior notice and without an DDLA permit. Termination may take place with immediate effect, during illness, during pregnancy or military service. A termination during the trial period shall not give rise to a claim for obviously unreasonable dismissal (“kennelijk onredelijk ontslag”). Case law shows, …
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