POWERS OF FOREIGN TRUSTEES IN CURACAO
Rights of foreign trustees are recognized
With respect to the question whether a Trustee in bankruptcy appointed in a foreign country can exercise his powers in Curaçao, there is specific case-law available. In a Curaçao lawsuit the question was raised whether the (foreign) Trustees in the bankruptcy of a natural person residing in South Africa are authorized to perform acts in relation to a legal entity (in this case a private foundation) in Curaçao, which legal entity was in fact controlled by him.
According to a judgment from the Curaçao court (5 May 2017; ECLI:NL:OGEAC:2017:51; Gavin Cecil Gainsford Q.Q. and …
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FOREIGN COMPANIES IN CURACAO BANKRUPTCY PROCEEDINGS
Principle of universality
In Curaçao, bankruptcy in general serves the purpose of liquidating assets of a particular person or legal entity and distributing the proceeds among the combined creditors. Under Curaçao insolvency law, the Curaçao courts have jurisdiction in respect of insolvency proceedings against legal entities that have their corporate seat in Curaçao and against any legal entity that carries on business or professional activities through an office in Curaçao. A foreign party can therefore be declared insolvent in Curaçao if it has a branch office in this jurisdiction. Whether or not a concurrent insolvency proceeding against that foreign party …
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BANKRUPTCY AND INTEREST CLAIMS IN THE DUTCH CARIBBEAN
Bankruptcy vs non-bankruptcy claims
There are special statutory provisions regarding agreed interest rates, for instance, in a contract between the creditor and a party who subsequently goes bankrupt, during a bankruptcy (faillissement) and moratorium on payements (surseance van betaling). It is explicitly stated in the Netherlands Antilles Bankruptcy Decree (Faillissementsbesluit 1931) that only the interest accumulated prior to a pronunciation of bankruptcy may be paid from the bankruptcy assets (faillissementsboedel). In the event of a moratorium on payments a similar provision exists.
Bankruptcy does not mean that the bankrupt party ceases to be a debtor of non-verifiable claims. If at …
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STATUTORY MERGERS IN THE DUTCH CARIBBEAN
A notarial deed is required
A statutory merger involves at least two legal entities. The law uses the terms acquiring and disappearing legal entity. The law specifies that only legal entities having the same legal form may merge, specifying that a BV (closed limited liability company) and a NV (public limited liability company) are considered to be the same. Statutory mergers usually take place within a group of companies.
Essential for a statutory merger is that all assets and liabilities of one legal entity transfer as a whole to another legal entity. An actual transfer does not therefore take place.