SET-OFF UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA
Set-off is one of the most complex legal concepts
Set-off (a.k.a. compensation or – in the financial markets- netting) under the laws of the Netherlands Antilles and Aruba gives a debtor the possibility of compensating his debt by a claim of his creditor, in which case both obligations are extinguished up to the amount which they have in common. In other words: it is the extinguishing with closed pockets of a claim and a debt of two parties. Set-off is to some extent similar to paying your debt.
The law contains substantive requirements. For example, claims must be of a …
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CONSOLIDATED LIQUIDATION OF BANKRUPT ESTATES UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA
Only possible in exceptional circumstances Bankruptcy in general serves the purpose of liquidating assets and distributing the proceeds among the combined creditors.
Sometimes, several companies belonging to one and the same group of companies go bankrupt. In principle, the trustee in bankruptcy has to administer and liquidate the assets of each of the bankrupt estates individually.
A problem might occur if the businesses of the companies involved have been interwoven financially and/or organizationally in such a way, that it is exceedingly difficult to untangle the financial affairs of the various entities or not feasible from a cost perspective. If …
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ROOTS OF OUR FUTURE: THE FUTURE OF CURACAO, NETHERLANDS ANTILLES
A fascinating book
In her book Roots of our Future; A Commercial History of Curacao, Linda M. Rupert presents an overview of the colorful commercial of Willemstad, Curacao. It covers over three hundred years.
Around 2500 BC the first Amerindians arrived on Curacao from northern South America. Around 500 AD members of the tribe of the Caquetíos migrated from what is now known as Venezuela (see for more info http://www.coroweb.com/caquetio_e.htm). In 1499 the first Spanish ship landed at Curacao. In 1621 the Dutch West India Company (WIC) was formed. Ruperts historical overview starts in the year 1499.
AMENDING THE ARTICLES OF ASSOCIATION OF A NETHERLANDS ANTILLES COMPANY
Amendments may be adopted by a simple majority The general meeting of shareholders may amend the articles of an NV or BV save for limitations in the articles itself. Unless the articles provide otherwise, amendments need to be adopted by a simple majority of votes. Usually, the articles require a special majority (e.g. 75% of the votes) in addition to a specified quorum at the meeting (e.g. that at least 50% of the votes must be present or represented).
Whatever limitations the articles may contain, if the resolution is adopted unanimously by all shareholders with voting rights, such resolution …
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COSTS OF INCORPORATION OF A NETHERLANDS ANTILLES COMPANY
The amount of fees depends on the nature of the company
Expenses incurred on the incorporation of a Netherlands Antilles NV (public limited liability company) or BV (private limited liability company) will include the following:
– fee of the civil law notary
– costs of name searches
– registration fee chamber of commerce
– costs related to publishing the incorporation in the Official Gazette (Curacaosche Courant)
– legal fees
The amount of fees depends on the nature of the company: straight-forward or tailor made. The total costs will fall within a range of USD 2,000 and 7,500 (excluding taxes).
Karel …
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REGISTRATION AT THE CHAMBER OF COMMERCE IN THE NETHERLANDS ANTILLES
The chamber maintains a commercial register
The Chamber of Commerce maintains a commercial register (handelsregister) which is open to public inspection.
Upon the incorporation of a legal entity, in particular companies like the Netherlands Antilles NV and BV, the entity must be registered at the commercial register and an authentic copy of the notarial deed of incorporation must be deposited at the chamber of commerce. The civil law notary takes care of this.
Karel Frielink Attorney (Lawyer) / Partner
THE NOMINAL VALUE OF SHARES IN A NETHERLANDS ANTILLES COMPANY
The nominal value may be expressed in different currencies
The Netherlands Antilles Guilder is the official currency of the Netherlands Antilles. In The Netherlands the Euro is the official currency as of 1 January 2002.
The nominal value, if any, of shares in the capital of a Netherlands Antilles company (NV or BV) may be expressed in any official currency. The nominal value may even be expressed in different (foreign) currencies.
Karel Frielink Attorney (Lawyer) / Partner
ACQUISITION OF SHARES BY A NETHERLANDS ANTILLES COMPANY
One share with full value must remain outstanding
A Netherlands Antilles company (NV or BV) may only acquire shares in its own capital from third parties as long as the net equity of the company is not negative and will not become negative as a result of such transaction. If the company has a nominal capital, the amount thereof is the minimum threshold in this respect.
Acquiring own shares for no consideration is allowed, provided that at least one share with “full value” remains outstanding. “Full value” means that one share with full voting rights that participates in the profit …
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THE COURT SYSTEM OF THE NETHERLANDS ANTILLES AND ARUBA
The Supreme Court in The Hague is the highest Dutch court
The court of first instance consists of judges who are a member of the Joint High Court of Justice. Each case is handled by one judge. Court sessions take place on Aruba, Curacao, Bonaire, St. Maarten, St. Eustatius and Saba.
There is also a Joint High Court of Justice of the Netherlands Antilles and Aruba dealing with appeal proceedings regarding judgments in first instance. Appeals against judgments of this court may be launched with the Supreme Court. Court sessions of the Joint High Court take place on Aruba, Curacao …
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THE NETHERLANDS ANTILLES BAR ASSOCIATION LAUNCHED ITS WEBSITE
An excellent down-to-earth approach On 3 November 2005, the Netherlands Antilles Bar Association launched its website: www.ordevanadvocaten.an.
Unfortunately, the website is in Dutch only. Information can be found on several subjects, e.g. a list of attorneys / lawyers, how to deal with complaints, legislation, job offers and tariffs.
Karel Frielink Attorney (Lawyer) / Partner
TYPES OF LEGISLATION IN THE NETHERLANDS ANTILLES
Legislation can derive from several levels of government
The Netherlands Antilles is part of the Kingdom of the Netherlands and consists of five islands: Curacao, Bonaire, St. Maarten, St. Eustatius and Saba. Both the Netherlands Antilles and the five island have legislative powers. The three constituent parts of the Kingdom – the Netherlands, Aruba and the Netherlands Antilles – are of equal status.
The Charter of the Kingdom (het Statuut) establishes the form of cooperation between the members of the Kingdom of the Netherlands. It covers both common responsibilities and competencies.
State Ordinances are made by the …
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THE DUTY OF CARE OF BANKS UNDER THE LAWS OF THE NETHERLANDS ANTILLES AND ARUBA
Banks have an obligation to exercise due care
In the Netherlands Antilles and Aruba, no separately defined body of law exists with regard to the relationship between a bank and its customer. The standard general terms and conditions applied by banks in the Netherlands Antilles and Aruba have an important function in the legal relationship between banks and their customers. They enter into effect once explicitly or implicitly accepted by the customer.
According to most general conditions “in all dealings resulting from its relations to clients, the Bank acts in accordance with the existing provisions, customs and regulations in respect …
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