TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (I)

Limitations must be disclosed to have effect

Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (‘naamloze of besloten vennootschap’; NV or BV). In the event of several managing directors, any managing director shall be competent, insofar as not otherwise provided for by the articles of association. 

Under Netherlands Antilles law, information required to be disclosed pursuant to the Civil Code, for instance (i) the identities of the …
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26
May 2009
CATEGORY

Corporate

COMMENTS No Comments

MANAGEMENT AND SUPERVISION OF THE ARUBA COMPANY WITH LIMITED LIABILITY

A local representative is required

On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective.

The Board of Directors is responsible for the management of the VBA and is authorized to represent it, with the exception of any restrictions in the articles of association. The Board may consist of natural persons and/or legal entities. A VBA must have as local representative, an Aruban corporation (NV or AVV). The bylaws and business license explicitly provide for the representation of companies, unless the VBA either has one or more directors with their …
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14
Apr 2009
CATEGORY

Corporate

COMMENTS No Comments

CAPITAL STRUCTURE OF THE ARUBA COMPANY WITH LIMITED LIABILITY

Full value share is required

On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective.

Concepts like registered, subscribed and contributed capital do not appear in the Ordinance. No minimum capital is therefore required, unless such a requirement is included in the articles of association. There may be voting shares, non-voting shares and shares with restricted voting rights. Shares may have a par value. If shares have a par value, this may differ per category of shares. The par value may also be expressed in one or more foreign currencies.


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11
Apr 2009
CATEGORY

Corporate

COMMENTS No Comments

DUTCH CARIBBEAN LAW REGARDING CORPORATE AUTHORITY

Trade Register should be checked

Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (NV or BV). In the event of the corporation having several managing directors, any managing director shall be competent, insofar as not otherwise provided by the articles of association. The articles of association may also grant other officers, to be designated by or pursuant to the articles, representative authority, whether or not together with …
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24
Feb 2009
CATEGORY

Corporate

COMMENTS No Comments

THE DUTCH CARIBBEAN PRIVATE FOUNDATION AND ITS SUPERVISORY DIRECTORS

Only natural persons may be appointed

The articles of incorporation of a Private Foundation (PF) may provide, if so desired, that the authority of the board to make distributions is subject to the consent of the founder, a Supervisory Board or another body established within the PF e.g. an Advisory Board.

It should be noted that a corporate body that is not designated as a Supervisory Board but that has the characteristics of a Supervisory Board may qualify as such under Netherlands Antilles law. If this is the case, the following is applicable:

  • only natural persons may be appointed as …
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  • 21
    Feb 2009
    CATEGORY

    Corporate

    COMMENTS No Comments

    THE SHAREHOLDERS REGISTER OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY

    Shareholders may inspect the register

    Every shareholder of a Netherlands Antilles NV or BV may inspect the register of the company regarding the shares held by them. The articles of association of a particular company may confer the right for inspection on others. In most cases a shareholder may however only inspect the register of the company in so far as the shares held by him are concerned.

    Shareholders, who alone or jointly with other shareholders, may cast at least ten percent of the votes with regards to a specific matter, may request in writing that the management or supervisory …
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    07
    Feb 2009
    CATEGORY

    Corporate

    COMMENTS No Comments