EXTRADITION IN THE NETHERLANDS ANTILLES
Extradition requires a treaty
Extradition is only possible on the basis of an extradition treaty, e.g. the treaty between the Kingdom of the Netherlands and the United States of America regarding extradition of delinquents. The appendix to the treaty lists facts that are considered as matters for which extradition can be requested. In addition, the treaty provides for a possibility of extradition in case of matters that are punishable according to the federal laws of the United States and the laws of the Kingdom of the Netherlands Antilles. Requests are executed through diplomatic channels.
As a legal entity cannot be …
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THE ULTIMATE CORPORATE ADVENTURE (VIII)
Pre-emption rights under Netherlands Antilles law
According to the Netherlands Antilles Corporate Code each shareholder has a pre-emption right on the issue of shares pro rata to the number of shares held by him. The purpose of the pre-emption right is to prevent the shareholder from dilution.
According to the Corporate Code there are three possibilities to limit the pre-emption rights of the shareholders:
– a limitation is provided for in the articles of the company;
– the articles may provide that a corporate body designated in the articles shall decide on whether or not a pre-emption right exists and …
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THE ULTIMATE CORPORATE ADVENTURE (VII)
Liability members of the Board of Directors of an NV or BV
The members of the Board of Directors are personal and severally liable towards the Netherlands Antilles NV or BV for any loss caused by the improper performance of duties. Each member of the Board who proves that he cannot be blamed for such improper performance and that the activities concerned fall outside the scope of activities addressed to him, and that he has not been negligent in taking steps to avert the related consequences, is not liable. Therefore, a division of tasks among such members can influence the …
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THE ULTIMATE CORPORATE ADVENTURE (VI)
The Board can be organized as one-tier or two-tier
Except for restrictions in the articles of association of a Netherlands Antilles NV or BV, the Board of Directors is responsible for the management of the company and is authorized to represent it. The Board may consist of natural persons and/or legal entities.
The Board of the NV or BV can be organized as one-tier board or as two-tier board. In the first case (the Anglo-Saxon system) there is a Board of Directors and an Executive Board, without any personnel union being required. One or more members of the Board of …
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THE ULTIMATE CORPORATE ADVENTURE (V)
The meeting of shareholders decides on the distribution or withholding of profits
Under Netherlands Antilles law, it is not necessary to give all shares a right to share in the profits. If shares have a par value, it is obvious that the right to share in the profits is related to that value. If there are shares with different par values, the articles of association of an NV or BV will have to contain a provision dealing with each right to share in the profits. Besides shareholders, others may also be entitled to the profits, for example holders of profit-sharing …
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THE ULTIMATE CORPORATE ADVENTURE (IV)
No minimum capital is required
Concepts like registered, subscribed and contributed capital do not occur in the Netherlands Antilles Corporate Act. Therefore, no minimum capital is required, unless such a requirement is included in the articles of association of an NV or BV. There can be voting shares, non-voting shares and shares with restricted voting rights. Shares can have a par value. If shares have a par value, this may differ per category of shares. Also, the par value can be expressed in one or more foreign currencies. There are only two formal restrictions: the equity of the NV or …
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THE ULTIMATE CORPORATE ADVENTURE (III)
A government certificate of no objection is not required
For the formation of a Netherlands Antilles NV or BV and for any amendment of articles of association a notarial deed is required. However, the formation can take place quickly (within hours if necessary) and without many other formalities. The founders of the NV or BV determine the choice of the language in which the deed is drawn up, as long as the civil-law notary understands the language in question. In practice, many deeds will be drawn up in English. With respect to a license to establish a business, a management …
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THE ULTIMATE CORPORATE ADVENTURE (II)
The NV and BV are entities with unprecedented possibilities
On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code; the “Act”) became effective. Contrary to what one might expect, the Antillean NV (public limited liability company) and BV (private limited liability company) 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 Act contains few mandatory provisions, such as provisions relating to the interests of creditors and minority …
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SEAT TRANSFER UNDER NETHERLANDS ANTILLES LAW
Former versus new legislation
Prior to 1 March 2004, the transfer of the registered office of a Netherlands Antilles public limited liability company (NV) was regulated and provided for by the National Ordinance on the transfer of registered office. Pursuant to article 3 (1) (a) of this Ordinance, an NV can transfer its registered office to another jurisdiction, provided that the articles of association of the company allows for the same. Such a clause in the articles of a company is usually referred to as a ‘flee clause’.
On 1 March 2004, Book 2 Netherlands Antilles Civil Code came into …
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STATUTORY REQUIREMENTS FOR KEEPING DOCUMENTS BY CREDIT INSTITUTIONS UNDER NETHERLANDS ANTILLES LAW
It is advisable to consider a custody term of 20 years
Pursuant to article 42 of the National Ordinance on the supervision of Bank 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 …
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REGULATION OF INSURANCE BUSINESS ON ARUBA
The Central Bank of Aruba is the supervisor
Supervision on conducting insurance business is regulated by the Central Bank of Aruba (Centrale Bank van Aruba) in the State Ordinance containing regulations on the supervision of the Insurance Business.
The Ordinance divides the insurance business into life insurance and general insurance. The general insurance business consists of categories of indemnity lines: (i) accident and health insurance; (ii) motor vehicle insurance; (iii) maritime, transport and aviation insurance; (iv) fire insurance and other property insurance; and (v) other indemnity insurance. A license to engage in the general insurance business shall be granted per …
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IDENTIFICATION OF PERSONS UNDER NETHERLANDS ANTILLES LAW
Know Your Client Principle (KYC)
Based on the recommendations of the Financial Action Task Force (FATF) and the Caribbean Financial Action Task Force (CFATF) on money laundering, the Netherlands Antilles have inter alia implemented two national ordinances:
(i) the National Ordinance Reporting of Unusual Transactions 1996 (‘Landsverordening Melding Ongebruikelijke Transacties’); and
(ii) the National Ordinance Identification when Rendering Financial Services 1996 (‘Landsverordening Identificatie bij Financiele Dienstverlening’).
The latter will be briefly discussed here. According to article 1 of the Ordinance a service provider is obliged to establish the identity of a customer before rendering any financial service to such customer. …
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