NEW CIVIL CODE SURINAME

A historic and monumental decision

The National Assembly, Suriname’s parliament, passed the proposals for a new Civil Code (and related laws) on Tuesday, August 13, 2024. This project has been worked on for years.

These are the laws that will enter into force in the near future:

  • Civil Code
  • New Civil Code Adjustment Act
  • Law on general time limits
  • Trade Register Act
  • Transitional Act to adapt legislation new Civil Code
  • New Civil Code Transition Act
  • Code of Civil Procedure
  • As for the new Surinamese law of legal persons (including corporations), I anticipated its introduction in my handbook published in 2023 …
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    14
    Aug 2024
    CATEGORY

    Legal

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    CROSS-BORDER CONVERSION OF CURACAO LEGAL ENTITIES

    Inbound and outbound

    Since 10-10-10 Curacao has its own Book 2 of the Civil Code. This applies equally to Sint Maarten. The BES Islands (Bonaire, Saba and St. Eustatius) also have their own Book 2 Civil Code, that (also) differs from Book 2 of the Civil Code in the Netherlands. As from the said date, seen from the perspective of Book 2 of the Curacao Civil Code, St. Maarten and Bonaire – just as had already applied to Aruba for quite some time – are to a certain extent to be considered as ‘a foreign country’. I say here ‘to …
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    21
    Sep 2017
    CATEGORY

    Corporate

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    TYPES OF LIABILITY IN ARUBA

    A three-part distinction

    With regard to liability a three-part distinction can be made. The first distinction relates to the basis of the liability: liability pursuant to a contractual relationship (the attributable failure in this respect) and liability pursuant to a wrongful act.

    Another distinction relates to the personal liability (thus for the party’s own actions or omissions) and vicarious and/or strict liability: liability for or the acts and omissions of others (vicarious liability) or liability for certain things that happen (strict liability).

    For example, employers can be held vicariously liable for certain actions of their employees. According to the Aruba …
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    06
    May 2016
    CATEGORY

    Legal

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    IMPACT OF LIABILITY TO THE DIRECTOR OF THE DIRECTOR

    Curaçao law cannot ‘break through’ to a legal relationship governed by foreign law

    Under Section 2:17 subsection 1 of the Curaçao Civil Code, the liability of a legal entity as a managing director of another legal entity (the direct or 1st degree director) also rests jointly and severally on each person who at the time this liability arose for the legal entity was its managing director (the indirect or 2nd degree director). It applies to this indirect managing director as it applies to the direct managing director that he will not be liable if he can prove that he cannot …
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    01
    Apr 2016
    CATEGORY

    Corporate

    COMMENTS No Comments

    TYPES OF LIABILITY IN CURACAO

    A three-part distinction

    With regard to liability a three-part distinction can be made. The first distinction relates to the basis of the liability: liability pursuant to a contractual relationship (the attributable failure in this respect) and liability pursuant to a wrongful act.

    Another distinction relates to the personal liability (thus for the party’s own actions or omissions) and vicarious and/or strict liability: liability for or the acts and omissions of others (vicarious liability) or liability for certain things that happen (strict liability).

    For example, employers can be held vicariously liable for certain actions of their employees. According to the Curacao …
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    18
    Oct 2012
    CATEGORY

    Legal

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    CORPORATE GOVERNANCE AND BAD HABITS

    Letter to the editor of The Daily Herald

    Dear Editor,

    According to Leroy de Weever (DP), he doesn’t need a Corporate Governance Council to come tell him how to do his job. He wants to disband the Corporate Governance Council as soon as possible.

    Corporate governance rules were designed to protect companies from politicians, in particular from the government. Government-owned companies should be kept out of the political sphere as much as possible, so that they may benefit from commercial, businesslike and market-oriented management. In doing so, they also run less of a risk of being milked …
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    23
    Dec 2011
    CATEGORY

    Corporate

    COMMENTS No Comments

    TERMINATION OF EMPLOYMENT AGREEMENT AND REDUNDANCY

    Termination by mutual consent is preferable

    In general, Curacao labor law provides for the following ways to terminate an employment agreement: (i) termination by giving notice, (ii) dissolution by the Courts and (iii) termination by mutual consent.

    Prior to giving notice, an employer must obtain a permit from the Director of the Directorate of Labor Affairs. The Director will determine whether there is a valid reason for the dismissal. In the case of redundancy the employer is obliged to provide a detailed financial justification thereof. If in agreement, the Director of the Directorate of Labor Affairs may issue a permit …
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    23
    Aug 2011
    CATEGORY

    Legal

    COMMENTS No Comments

    ELECTRONIC AGREEMENTS IN CARACAO AND SINT MAARTEN

    The Dutch Caribbean digital signature exists for over 10 years

    The Curacao Ordinance on Electronic Agreements a.k.a. the Curacao Ordinance on agreements concluded electronically (Landsverordening overeenkomsten langs elektronische weg) became effective on 1 January 2001. The Ordinance in St. Maarten is similar to the one in Curacao.

    The Ordinance provides that an electronic signature shall have the same legal effect as a hand-written signature, and may be admitted as evidence in legal proceedings. An electronic signature is described as electronic data which are attached to or have a logical association with other electronic data and are used as a tool …
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    11
    Feb 2011
    CATEGORY

    Legal

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    PROPOSED REVIEW DUTCH CARIBBEAN CORPORATE CODE

    Various proposals not yes discussed here

    The prohibition of appointing Supervisory Directors besides a ‘one-tier Board’ will be deleted (Article 2:19 paragraph 1 proposed bill). Supervisory Directors being a legal entity are allowed to a limited extent (Article 2:19 paragraph 3 proposed bill).

    For the NV and the BV the law determines who has the right to attend meetings (Article 2:129/229 proposed bill). Unfortunately, in this connection no attention is given to the holders of depositary receipts for shares. In the case of concurred depositary receipts (i.e. certificates released with the co-operation of the corporation) I would prefer to grant the holders …
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    14
    Dec 2010
    CATEGORY

    Corporate

    COMMENTS No Comments

    PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON CONFLICTING INTEREST

    The proposed bill gives shareholders more freedom

    Earlier 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 conflicting interest have been thoroughly reviewed and strongly curtailed.

    The basic rule provides that the authority with regard to certain legal acts involving the legal entity and its Managing Director (e.g., agreements between the legal entity and its director) as well as lawsuits between a legal entity and its Managing Director rests with …
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    06
    Dec 2010
    CATEGORY

    Corporate

    COMMENTS No Comments

    PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON DIRECTORS’ LIABILITY IN BANKRUPTCY

    Defects detected in the annual accounts drawn up may be relevant

    Earlier 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). Hopefully, the Bill comes into force in 2011. Among other things, the provisions with regard to Managing Director’s liability have been improved.

    In the event of the bankruptcy of the legal entity each Managing Director is jointly and severally liable to the estate for the deficit being the amount of the debts insofar as they cannot be …
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    24
    Nov 2010
    CATEGORY

    Corporate

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    THE DISMANTLING OF THE NETHERLANDS ANTILLES

    The Country known as the Netherlands Antilles will disappear as of 10-10-10

    The country, the Netherlands Antilles, consists of Bonaire, Curacao, St. Maarten, St. Eustatius and Saba, and forms part of the Kingdom of the Netherlands. On 10 October 2010 the Netherlands Antilles will no longer exist. Two new countries will be born on that date: the country Curacao and the country St. Maarten. Both new countries will be part of the Kingdom of the Netherlands; however, they will each have their own government and legislature. The island of Aruba gained similar autonomy in 1986.

    The legislation currently in place …
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    30
    Sep 2010
    CATEGORY

    Legal

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