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

AGENCY AGREEMENTS IN THE DUTCH CARIBBEAN

An agent is entitled to commission

Under the Civil Code of the Netherlands Antilles (article 7:428), an agency agreement is defined as a contract for a fixed or indefinite period of time between a principal and an agent, whereby the agent agrees, against payment, to mediate in the conclusion of contracts and to eventually conclude these contracts in the name and for the account of the principal, without being subordinate to the principal.

An agent shall be entitled to a commission for the negotiation of commercial transactions concluded after the sales representation contract has been terminated:

  • if the transaction is …
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  • 08
    Nov 2008
    CATEGORY

    Legal

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