STATE-OWNED ENTERPRISES LACK OF INDEPENDENT SUPERVISION

Independent supervision should be mandatory for government-owned entities

It has been my opinion for many years already that government-owned companies should be kept out of the political sphere as much as possible, so that they may benefit from a commercial, businesslike and market-oriented management. In doing so they also run less of a risk of being milked or used as political toys.

Recently, I commented on the model articles of association (statuten) drawn up for government companies by order of the country Curacao. They grant the shareholders meeting (i.e. the government) and the board of supervisory directors of the companies in …
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13
Jun 2011
CATEGORY

Corporate

COMMENTS No Comments

TRUST SERVICE PROVIDERS IN CURACAO

TSPs are supervised by the Central Bank

Many international group structures include one or more Curacao legal entities or partnerships. The main reasons for this are the internationally competitive conditions for business development in the area of corporate law and the tax system in Curacao, as well as the well-developed professional financial services industry. Trust Service Providers (“TSPs”) are involved in setting up and maintaining such structures. TSPs conduct the management of legal entities and partnerships (“client companies”) on behalf of other enterprises. Management usually involves the TSP acting as manager of the client company and providing a correspondence address …
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21
May 2011
CATEGORY

Legal

COMMENTS No Comments

BANKING REGULATIONS IN THE DUTCH CARIBBEAN

Soliciting funds requires a license

The Netherlands Antilles was dissolved on October 10, 2010. Prior to that date the Netherlands Antilles consisted of Curacao, St. Maarten, Bonaire, St. Eustatius, and Saba, and formed, together with the Netherlands and Aruba, the Kingdom of the Netherlands. Curacao and St. Maarten have become independent countries within the Kingdom. They stand on equal footing with the Netherlands and with Aruba, each country with its own set of laws. Bonaire, St. Eustatius and Saba (the “BES-islands”), have, as public entities, become part of the Netherlands. The civil, corporate and banking laws of Curacao, St. Maarten …
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10
May 2011
CATEGORY

Legal

COMMENTS No Comments

GOVERNMENT OWNED ENTITIES IN CURACAO

Concerns about additional authorities Ministers

Attorney Karel Frielink is concerned about the additional authorities which cabinet-members have appropriated over government NV’s.

According to Frielink, who is also President of the Bar Association, these extra authorities increase the chance of ‘political influencing, favoritism and other forms of abuse’ within government institutions.

In an opinion paper, published in the Antilliaans Dagblad, Frielink comments on the model articles of association (statuten) recently drawn up for government companies by order of the country Curacao. According to the government’s explanatory notes, the new model articles of association particularly dwell on the exceptional position of government NV’s …
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04
May 2011
CATEGORY

Corporate

COMMENTS No Comments

WHO DETERMINES THE POLICY OF A DUTCH CARIBBEAN COMPANY?

The management board is in charge

The shareholders have the authority to determine the general policy of a Dutch Caribbean NV or BV. The shareholders may give instructions to the management board with respect to the general direction of the financial, social, economic and personnel policies of the corporation.

However, the shareholders cannot give detailed instructions to the management board unless (in the general view of legal practitioners, myself included) the articles of association so permit. Although not explicitly provided for in Book 2 of the Dutch Caribbean Civil Code (CC), it is considered a general rule of corporate law …
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03
May 2011
CATEGORY

Corporate

COMMENTS No Comments

PROPOSED REVIEW CORPORATE CODE ON ULTRA VIRES

The rules with regard to ultra vires are fundamentally changed

Ultra vires means ‘beyond power or authority’. An ultra vires act is one beyond the purpose clause as laid down in the Articles of Association of a legal entity, for instance a foundation or a limited liability company (NV or BV).

Early in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). Among other things, the provisions with regard to ultra vires acts (transgression of the object) have been …
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16
Feb 2011
CATEGORY

Corporate

COMMENTS No Comments