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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NON-POSSESSORY PLEDGE UNDER THE LAWS OF ARUBA

A non-possessory pledge requires a deed

Security rights are an important issue, especially in financing transactions. A company may, for example, guarantee the obligations of another company under a certain loan facility. There are several alternatives, one of which will be discussed here.

Under the laws of Aruba there are several kinds of pledges, in particular, the possessory and the non-possessory pledge. In the case of a possessory pledge, the physical control of the assets concerned will be transferred from the owner/borrower to the bank/lender.

In the case of a non-possessory pledge, regarding for example registered shares, the pledge is …
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17
Aug 2010
CATEGORY

Legal

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CONVERSION OF A DUTCH CARIBBEAN LIMITED LIABILITY COMPANY

An NV may be converted into a BV and vice versa

The Netherlands Antilles Civil Code provides for an NV to be converted into a BV and vice versa. Conversion does not terminate the existence of the legal entity.

Conversion requires a resolution. A resolution to convert and to amend the articles has to be adopted, if only to satisfy similar requirements as for a resolution to amend the articles. The conversion shall become effective by execution of a notarial deed of conversion, and said deed must contain the new articles of association.

A conversion balance sheet must be attached to …
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06
Jun 2009
CATEGORY

Corporate

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