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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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.
PIERCING THE CORPORATE VEIL IN THE DUTCH CARIBBEAN
Ignoring the legal personality of a company
A shareholder is not personally liable for acts performed in the name of the company and is not liable to contribute to losses of the company in excess of the amount which he must pay to the company as contribution for his shares. There is therefore a legal separation between the assets and liabilities of the company and those of the shareholder.
Piercing the corporate veil in its purest form means making a shareholder responsible for the actions of the company. In essence this means ignoring the separate legal identity of the company. …
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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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DRAG-ALONG RIGHTS UNDER THE LAWS OF THE DUTCH CARIBBEAN
Drag-along rights may be validly created
A drag-along right is a right that enables a majority shareholder to force a minority shareholder to join in the sale of his shares in a company (NV or BV). The majority shareholder doing the dragging must give the minority shareholder the same price, terms, and conditions that apply to him. The question with regards to Dutch Caribbean law is whether the articles of association of an NV or BV may contain drag-along provisions.
Article 2:257(1) of the Netherlands Antilles Civil Code reads as follows: “The articles may provide that, in cases to be …
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MANAGING A COMPANY WHICH BELONGS TO A FOREIGN OWNER
A contractual arrangement may limit the board’s powers
Shareholders of a Dutch Caribbean NV or BV may choose between the English/American one-board system and the traditional continental European two-tier system. In a two-tier system there is a management board (parallel to the inside directors on a one-tier board) and a separate supervisory board (parallel to the outside directors on a one-tier board). Although every company (NV or BV) has a management board, not every company has a supervisory board.
Article 2:14 of the Netherlands Antilles Corporate Code (a.k.a. Book 2 Civil Code) provides that each member of the board of …
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