DUTCH CARIBBEAN LAW REGARDING CORPORATE AUTHORITY
Trade Register should be checked
Netherlands Antilles law provides that, subject to restrictions laid down by the Netherlands Antilles Corporate Code or a corporation’s articles of association, the board of directors of a corporation shall be competent to represent the corporation, e.g. a limited liability company (NV or BV). In the event of the corporation having several managing directors, any managing director shall be competent, insofar as not otherwise provided by the articles of association. The articles of association may also grant other officers, to be designated by or pursuant to the articles, representative authority, whether or not together with …
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THE DISMANTLING OF THE NETHERLANDS ANTILLES
Info Bulletin Dismantling available
The country The Netherlands Antilles (‘het Land de Nederlandse Antillen’) will cease to exist, presumably in 2010. Like Aruba, although slightly different, Curacao and St. Maarten will receive the status of autonomous country within the Kingdom of the Netherlands in accordance with referendums held on both islands. Bonaire, St. Eustatius and Saba will each receive the status of Dutch municipality (a.k.a. Kingdom Island).
The Ministry of Constitutional and Interior Affairs has published a number of info bulletins on the dismantling of the Netherlands Antilles:
INDEPENDENT SUPERVISORY BOARD IN THE DUTCH CARIBBEAN
Should be mandatory for government-owned entities
Under the laws of the Netherlands Antilles, the main task of a board of supervisory directors is to supervise the board of managing directors of a limited liability company (NV or BV).
The Corporate Code provides for two different kinds of boards of supervisory directors, a “regular” board of supervisory directors and the so-called “independent” board of supervisory directors (Section 2:139 Netherlands Antilles Civil Code). Within this context the word independent means that the supervisory directors are independent of the shareholders, interest groups (“belangengroepen”) and to a certain extent from the shareholders’ meeting.
An …
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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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THREE QUESTIONS ABOUT DUTCH CARIBBEAN CIVIL PROCEEDINGS
FAQ
Question 1
Are there any particular issues that concern foreign plaintiffs in the Netherlands Antilles?
If proceedings on the merits are initiated by a non-resident plaintiff, the defendant may ask the court to order that the plaintiff provide security for damages, costs and interest which it might be liable to pay as a result of the judgment in aforementioned proceedings. This “cautio judicatum solvi” does not apply if there is a Convention (Treaty) on legal proceedings between the Netherlands Antilles and the plaintiff’s country.
Question2
Can attorney costs for legal proceedings be recovered?
Generally speaking, each party has to …
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DUTCH CARIBBEAN COURT DECISION IN TELECOM CASE
Scarlet about to enter telecom market in Sint Maarten
On 18 November 2008, the Administrative Court in Sint Maarten ruled that the Executive Council of Sint Maarten was not authorized to refuse Scarlet a business license for the provision and operation of international telecommunications services in Sint Maarten (click here for the judgment).
Scarlet, represented by Dr. Douwe Boersema of the law firm Spigthoff in Curaçao, appealed through the courts against the decision of the authorities in Sint Maarten to deny it such a license based on a moratorium on new telecom companies. The moratorium …
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A JOINDER BETWEEN PARTIES IN THE DUTCH CARIBBEAN
An interest must be proved
When two parties are involved in legal proceedings a third party may request permission to join the proceedings thereby to joining with one party in raising defense against the other (‘voeging’). Alternatively, a third party may request permission to intervene (‘tussenkomen‘) in pending proceedings, in which case neither party is joined.
The Dutch Supreme Court (May 3, 1957, NJ 1959, nr. 62) ruled that a joinder between parties in pending proceedings may only be sustained if the party requesting the joinder have an evident interest in supporting one of the parties’ positions, and thus in …
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HEALTH INSTITUTIONS IN THE DUTCH CARIBBEAN
Quality of health care is regulated
Secondary health care in the Netherlands Antilles is provided in hospitals. There are seven hospitals on Curaçao, with a total of 1,187 beds, 46% of them in the Sint Elizabeth Hospital (Sehos) and 16.9% in various specialized institutes for the disabled and drug addicts.
The Netherlands Antilles National Ordinance on Health Institutions (NOHI) provides rules for governing institutions providing healthcare in the Netherlands Antilles. The definition of health care institutions in the NOHI is very broad.
The NOHI regulates, amongst others, (i) the establishment of healthcare providers in the Netherlands Antilles; …
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