NETHERLANDS CARIBBEAN BANK N.V. IN LIQUIDATION

Notice of Filing Final Account

Notice is hereby given that, pursuant to Section 31, paragraph 7, of the Netherlands Antilles Civil Code, on the 1st of December 2009, the liquidator’s final account has been lodged for inspection at the office of the company (Kaya W.F.G. (Jombi) Mensing 14, Curacao), at the office of the liquidator and at the commercial register of the Curacao Chamber of Commerce (Kaya Junior Salas 1, Curacao).

Karel Frielink (liquidator)

(1 December 2009)

See also De Volkskrant

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01
Dec 2009
CATEGORY

Corporate

COMMENTS No Comments

THE MANAGEMENT OF A DUTCH ANTILLES FOUNDATION

Management must act in the best interests of the foundation

The members of the management board of a Netherlands Antilles foundation have collective powers and responsibilities. The management board shall be in charge of the management of the foundation.

Although not explicitly provided for in Book 2 of the Netherlands Antilles Civil Code, it is considered a general rule of corporate law that the management board must act in the best interests of the foundation in the performance of its duties, even when acting upon instructions from others (e.g. a supervisory or advisory body).

The minimum standard of care is …
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19
Sep 2009
CATEGORY

Corporate

COMMENTS No Comments

BEARER SHARES IN A NETHERLANDS CARIBBEAN COMPANY

Registered shares must be issued first

On 1 March 2004, the new Netherlands Antilles act on corporate law (Book 2 Civil Code) became effective. Since that date it is no longer possible to (directly) issue bearer shares.

A company with only bearer shares has no shareholders’ register. Only a public limited liability company (NV) may issue bearer shares, provided that registered shares be issued first and that they have been fully paid up. These may subsequently be converted into bearer shares. The issuance (of registered shares) requires a ‘deed of issuance’, which must be signed by both the company and …
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05
Sep 2009
CATEGORY

Corporate

COMMENTS No Comments

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

Only corporations may plead absence of representative authority

Under the Netherlands Antilles Corporate Code, i.e. Book 2 of the Civil Code, transactions with third parties that violate either the law or any limitations on the transactional powers of the board of directors of a corporation, are not enforceable against the corporation if the limitations are properly disclosed at the trade register. According to Article 2:10(3) Netherlands Antilles Civil Code only corporations may plead the absence of representative authority.

A counterparty wishing to withdraw from a legal act on that ground, may only rely on the fourth paragraph of Article 2:10 …
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30
May 2009
CATEGORY

Corporate

COMMENTS No Comments

THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION

The concept of corporate officers is unknown

The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. The management board is responsible for the management of the BV and is authorized to represent it, except where restricted by the articles of incorporation.

The management board is the corporation’s centre of gravity. The management board of a Netherlands Antilles corporation combines the functions of executive directors and senior officers in a U.S. corporation, unless the articles provide for a single-tier board. There is no position equivalent to that of chief …
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30
Dec 2008
CATEGORY

Corporate

COMMENTS No Comments

DUTCH CARIBBEAN CORPORATE LAW IN PRESSING CIRCUMSTANCES

Rules of law, articles and contract may be set aside

According to Section 2:7(2) of the Netherlands Antilles Civil Code, any rule imposed, for instance, on board members or shareholders of a limited liability company, will not be deemed to apply, to the extent, in the given circumstances, that these would be unacceptable in terms of reasonableness and fairness.

Generally speaking, the management board of a company is not entitled to sell the company’s business or a substantial part thereof, without the approval of the shareholders’ meeting.

However, in the event an immediate and urgent decision is absolutely necessary for the …
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13
Dec 2008
CATEGORY

Corporate

COMMENTS No Comments