REPLACEMENT OF PHYSICAL BY ELECTRONIC FILES UNDER NETHERLANDS ANTILLES LAW
The balance sheet and profit & loss account must be retained in paper form
The Netherlands Antilles Civil Code requires a company to keep its accounts and retain relevant data in such a manner that its obligations can be known at all times. This obligation to ‘keep and retain’ has to be met in such a manner that the requirements for the company involved can be known and are met. Specific mention is made to ‘retain records and other data carriers’. In the official explanatory memorandum (‘Memorie van Toelichting’) it is explained that ‘other data carriers imply microfilm and the …
Read the rest »
NEGOTIATING YOUR WAY THROUGH LIFE
We all need negotiation skills
What do Presidents, housekeepers, attorneys, kids, CEOs and second hand car dealers have in common? They all negotiate in order to get what they want.
Negotiating your way through life. It all starts when you are born. A baby’s negotiating power comes from his mouth; when used by adults it is described as the cry baby tactic. Before adulthood you negotiate with your parents about pocket-money, getting toys or a scooter. It is then that you realize that size and power do matter. You develop skills and tactics. You will need those skills (and tactics) …
Read the rest »
LIABILITY OF A DEBTOR UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES
The conduct of parties to a contract is subject to reasonableness and fairness
Under Aruba and Netherlands Antilles law, the general rule is that a debtor is liable for his obligations with all his assets. It is customary for banks to require collateral prior to lending money.
A bank (or other lender) may stipulate that the balance sheet ratios of its debtor (in particular the ratio ‘loan capital: risk bearing capital’ and the ratio ‘current assets: current liabilities’) must be kept at a certain level. If this obligation is not met, the bank is entitled to accelerate the due date …
Read the rest »
OWNERSHIP AND REAL PROPERTY UNDER NETHERLANDS ANTILLES LAW
The system differs considerably from the U.S. system
The system of ownership and holding of real property in the Netherlands Antilles differs considerably from that of the United States and other common law jurisdictions. Under Netherlands Antilles law distinction is drawn between ownership of property on the one hand and legal rights created in relation to the property on the other. The holder of these legal rights exercise rights with respect to the property itself (rights in rem). These rights in rem are to be distinguished from rights in personam which are merely contractual in nature.
In rem rights are …
Read the rest »
HEDGE FUNDS AND TAXATION IN THE NETHERLANDS ANTILLES
The Netherlands Antilles provides a favorable tax climate
The Netherlands Antilles provides a favorable tax, legal and regulatory climate for (hedge) funds. It is possible in the Netherlands Antilles to discuss in advance with the tax authorities what at arms length remuneration will be acceptable. A tax-exempt vehicle is available for hedge funds. Furthermore, the Netherlands Antilles are concluding tax treaties with several other countries, such as Venezuela.
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 the EU has been introduced (but not …
Read the rest »
CROSS-BORDER MERGER DIRECTIVE ADOPTED BY THE EU COUNCIL
The directive deals with mergers in the European Community only
On 20 September 2005, the Council of the European Union has adopted a directive on cross-border mergers of companies aiming at facilitating the carrying-out of cross-border mergers between various types of limited liability companies governed by the laws of different EU Member States. This directive will facilitate the cooperation and consolidation between companies from different Member States by reducing the difficulties encountered, at the legislative and administrative levels, by cross-border mergers of companies in the Community.
According to a press release some of the key features of the agreed text …
Read the rest »
CROSS-BORDER CONVERSION OF A NETHERLANDS ANTILLES COMPANY INTO A FOREIGN COMPANY
Cross-border conversion is another way of describing the transfer of the corporate seat
A Netherlands Antilles private limited liability company (‘BV‘) or a public limited liability company (‘NV‘) may convert itself into a foreign legal entity, provided that, under the laws governing such foreign legal entity, the company will continue to exist as a legal entity in the legal form chosen. Although the law describes this process as conversion, it actually is a seat transfer.
A cross-border conversion not only requires a resolution to that effect, but an amendment of the articles of association as well. Without a notarial deed, …
Read the rest »
BRANCHES OF FOREIGN COMPANIES IN THE NETHERLANDS ANTILLES
Not too much red tape
First of all, a branch comes into existence the moment it commences to conduct its business in public. As soon as this point has been reached, the law kicks in with certain legal requirements:
– A license to operate the branch: license to establish a business (Vestigingsvergunning);
– A licence to transfer and receive money to and from territories outside the Netherlands Antilles: foreign exchange license (Deviezenvergunning); and
– File for registration of the branch in the commercial register at the Chamber of Commerce.
In order for a branch to legally conduct its business, the following steps should …
Read the rest »
THE VOLUNTARY DISSOLUTION OF AN ARUBAN LIMITED LIABILITY COMPANY
The liquidators must wind up the company?s affairs
The management board of an Aruba public limited liability company (‘NV‘) is not authorized to dissolve the company. Dissolution requires a shareholders? decision. The decision to liquidate a company must be announced in the Aruba Gazette (in which the government publishes its official announcements). Notice of liquidation shall also be filed for registration at the office of the chamber of commerce. As long as these requirements have not been complied with, the liquidation shall not be effective vis-a-vis third parties who declare in good faith that they had no knowledge thereof.
After …
Read the rest »
LEGAL OPINIONS IN THE NETHERLANDS ANTILLES AND ARUBA
A legal opinion looks like a collection of legalisms
A legal opinion is a document by which a lawyer / attorney communicates objective legal advice to a client or a third party. His legal opinion speaks only as to domestic law not foreign law: legal comfort is local by nature, not global.
When buying shares, or investing monies in a company, or concluding an agreement, especially in a foreign jurisdiction, one might want to rely on a legal opinion issued by local counsel regarding, for example, the good standing of certain parties involved, whether a company has the corporate power …
Read the rest »
ANTI-MONEY LAUNDERING AND IDENTIFICATION IN THE NETHERLANDS ANTILLES
The Netherlands Antilles maintains its reputation of pursuing high standards and integrity
The world is at war. A war against terrorism. And except for some blacklisted countries and territories, each jurisdiction has been making efforts to implement credible policies en legislation to deal with crime, both domestic and internationally. The Netherlands Antilles is ahead of such developments; its legislation and government’s proposals against crime in the Netherlands Antilles are welcomed and approved by international bodies such as the IMF. However, events like the September 11 attacks and Enron served to remind us that the quality of legislation is also determined …
Read the rest »
STOCK EXCHANGE REGULATIONS IN THE NETHERLANDS ANTILLES
Curacao is the home of one stock exchange
The Netherlands Antilles Ordinance on the Supervision of Stock Exchanges 1998 (‘Landsverordening Toezicht Effectenbeurzen 1998′) became effective March 1999. As a general rule, this Ordinance applies to stock exchanges that are operated in the Netherlands Antilles only. The Minister of Finance assigned the Netherlands Antilles Central Bank the responsibility to supervise the stock exchanges operating in the Netherlands Antilles.
After consultation with the Central Bank, the Minister of Finance licensed the first (and only) securities exchange admitted to the Netherlands Antillean financial sector: the International Financial Center and Exchange (Read the rest »