LEGAL PROCEEDINGS ON ARUBA
Preliminary hearing of witnesses
Although witnesses are most commonly heard during legal proceedings, they may be heard before. The preliminary hearing of witnesses is a special procedure created to avoid unnecessary proceedings or proceedings based on a mistaken legal assumption or mistaken identity. A request to examine witnesses prior to the proceedings is made to the court of the place where a majority of the witnesses are domiciled, or to the court that would be competent to hear the case if proceedings were initiated.
Witnesses may also be heard during the proceedings, but prior to the time that witnesses …
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PRELIMINARY RELIEF PROCEEDINGS ON ARUBA
Preliminary relief within two weeks
In all matters in which an immediate injunction, measure, or decision is required, the parties may address themselves to the Court. If the matter does not require immediate resolution, the Court will deny the relief sought and refer the parties to the normal procedure. Preliminary relief proceedings (‘kort geding procedure’) differ substantially from US summary proceedings.
This type of intervention by the Court is sought in many kinds of matters, including disputes concerning shareholders or attachments, or the enforcement of judgments. At the request of the claimant, the Court may stipulate in its order that …
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FOREIGN INVESTMENT INSTITUTIONS IN THE NETHERLANDS ANTILLES (IV)
High denomination dispensation
Further to the previous posting, investment institutions that offer their participating interests only or also to natural persons and/or legal entities considered by the 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 an institution qualifies for this exemption, the Central Bank particularly considers the target group to whom the institution’s participating interests are offered. This exemption, which is strictly spoken individual dispensation, is available only if the minimum initial subscription amount is at least …
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FOREIGN INVESTMENT INSTITUTIONS IN THE NETHERLANDS ANTILLES (III)
General professionals-only exemption
Apart from the partial exemptions mentioned in the previous posting, various general exemptions are available. If such a general exemption applies, no further stipulations under or pursuant to the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’) apply to the investment institution in question.
A general exemption is available to investment institutions for which participating interests are solicited or obtained from ‘professional parties’ only, i.e. natural persons who, or legal entities which, in pursuit of their occupation or business deal or invest in investment objects. In the Netherlands Antilles, …
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FOREIGN INVESTMENT INSTITUTIONS IN THE NETHERLANDS ANTILLES (II)
Partial exemption for foreign investment institutions
In order to receive certain (partial) dispensation from license requirements under the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’, the ‘NOSIIA’), the Central Bank requires foreign investment institutions to provide their (prospective) investors in the Netherlands Antilles with some additional information. This additional information should be included in the private placement memorandum or on a supplementary sheet in the private placement memorandum and should contain:
a) specific information and approvals of its home control supervisory authority;
b) a special clause regarding the funds home-country supervision …
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FOREIGN INVESTMENT INSTITUTIONS IN THE NETHERLANDS ANTILLES (I)
Licenses regarding foreign investment institutions
In accordance with the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (Landsverordening toezicht beleggingsinstellingen en administrateurs), an investment institution shall be granted a license if it and its depositary, if employed by the investment institution, comply with the requirements stipulated in the Central Banks (Bank van de Nederlandse Antillen) directives. However, partial exemptions can be requested from the Central Bank for an investment institution that is a foreign investment institution subject to adequate home-country supervision.
Investment institutions domiciled in the United States of America are regarded by the Central Bank as …
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FUNDS IN THE NETHERLANDS ANTILLES (III)
How can the fund industry benefit from the tax legislation?
In the Netherlands Antilles it is possible to reach an agreement with the tax authorities with respect to the tax regime that will be applied to a specific company. Standard tax-rulings are available for corporations structured as funds. Most (hedge) funds will qualify for a tax exempt status. Obtaining a tax ruling is a routine matter and is generally available within a couple of weeks.
The Netherlands Antilles do not levy withholding tax on dividends or on royalties. A withholding tax on interest on savings accounts of individuals resident in …
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FUNDS IN THE NETHERLANDS ANTILLES (II)
How does the regulatory environment support the funds industry?
A new regulatory regime (new investment fund supervision regulations, corporate service providers rule and new anti-money laundering rules) provides comfort to investors. Curacao is not (and never has been) listed on any international blacklist (OECD, FATF). The Curacao regulator, the Central Bank of the Netherlands Antilles, is a very sophisticated supervisory authority based on and partly trained by it’s Dutch equivalent.
The regulatory regime focuses on full and transparent disclosure, both in the offering documentation and the regulatory authority. This enables prospective investors to make a thorough and informed decision whether …
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FUNDS IN THE NETHERLANDS ANTILLES (I)
How does the corporate environment support funds?
Establishing a fund in Curacao has become very attractive since under new corporate law a private limited liability company can be established very quickly and the flexible attributes of this new legal entity encompass virtually all the needs of most hedge fund structures. Benefits include:
– No minimum issued share capital requirement.
– Incorporation can be done within a day and without the need for any prior governmental approvals.
– Voting rights and performance sharing rights can be allocated to different share classes.
– No statutory requirement to have shares with a par …
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LEGAL BLOGGING IS BECOMING MORE POPULAR
Legal blogging and cultural differences
Do legal bloggers from different countries blog differently? And if so, is it just because of cultural differences, or is this caused by the local legal environment as well?
Are legal blogs getting noticed? How and why? Do cultural differences play a role in this respect?
Do people appreciate legal blogging? Why would one blog be a ‘good’ blog and another not? Again, do people with different cultural backgrounds judge legal blogs differently?
These questions are of importance if with your blog you want to reach as many people in as many countries as you can. …
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SECURITIZATION AND THE TRANSFER OF RECEIVABLES UNDER THE LAWS OF THE NETHERLANDS ANTILLES
When should the notification be given?
Netherlands Antilles Special Purpose Vehicles (‘SPVs’) are frequently used in cross-border financing transactions, including (synthetic and cash) securitizations, repackagings, collateralized debt obligations (‘CDOs’) and collateralized loan obligations (‘CLOs’) and leasing transactions, MTN and other note issuance programs.
Under Netherlands Antilles law receivables can be transferred unless a statutory or contractual provision or the nature of the receivable restricts or prohibits its transfer.
Transfer of a receivable under Netherlands Antilles law requires:
(i) a written instrument evidencing the assignments (‘cessieakte’); and
(ii) notification to the debtor of the receivable which is being assigned.
Typically, originators …
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THE NETHERLANDS ANTILLES TAX-EXEMPTED PRIVATE LIMITED LIABILITY COMPANY
Certain limitations apply
Under certain conditions it is possible to obtain a tax-exempt status for a Netherlands Antilles private limited liability company (‘BV‘). As a consequence of this status, such a BV will not be subject to Netherlands Antilles corporate income tax.
To obtain such status the following criteria will have to be met:
1. Request for the tax-exempt status should be filed with the tax inspector.
2. The Board of Managing Directors of the BV should maintain a register with the names and addresses of all ultimate beneficiaries, who hold an interest of more than 10% in the BV.