THE ARTICLES OF ASSOCIATION OF A CURAÇAO COMPANY (II)
Articles determine the nature of the company
A company’s articles of association determine the nature of the company (take for example the description of the purpose), regulate the internal competences (e.g. dismissal and appointment), limit the powers (e.g. decisions requiring approval), determine the internal responsibilities (e.g. drawing up the annual report and accounts), regulate the external powers (who represents the company in law), determine the method of decision-making, etc. As indicated above: the articles of association are somewhat comparable with the constitution or the state regulations of a country. The articles of association are therefore essential to the proper functioning …
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THE ARTICLES OF ASSOCIATION OF A CURAÇAO COMPANY (I)
Comparable with a constitution
The articles of association of a Curaçao company (a public [NV] or private [BV] limited liability company) are somewhat comparable with a constitution or state regulations: the articles of association comprise – like the law, but also additionally to the law and, where permitted, unlike the law – the rules of play (rights, obligations and powers) to which all the organs of the company (managing board, supervisory board, shareholders’ meeting) and the members of those organs must adhere or on which they can rely.
The law of Curaçao does not prescribe that a special (or qualified) …
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VALIDLY REPRESENTING A CURACAO COMPANY
Extract and Articles are of importance
Limited liability companies like the Curaçao NV or BV are legal entities. Whether or not a managing director has the authority to validly represent a company can be derived from the extract from the Trade Register of the Chamber of Commerce of Curaçao together with the articles of association of the company.
However, it could be the case that the company has further regulations from which representation limitations follow. This should be assessed on a case by case basis.
A counterparty may rely on a written statement from the board of managing directors or …
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ANTI-MONEY LAUNDERING LAWS IN CURACAO
Money laundering is prohibited
Title XXXI of the Penal Code of Curaçao basically prohibits any type of money laundering.
The National Ordinance on the Reporting of Unusual Transactions (NORUT) obliges service providers acting in the course of a business or profession, to report unusual transactions.
The National Ordinance on Identification of clients when Rendering Services (NOIS) requires any service provider who is acting in the course of a profession or business, to establish the identity of a customer before providing any “financial” service.
Generally, these Ordinances apply when services are conducted in or from Curaçao. If a foreign financial institution does …
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IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (II)
2nd degree director as director of a foreign corporate director
It appears from the 2011 ruling referred to by the Supreme Court that Section 2:11 of the Dutch Civil Code is applicable to the joint and several liability of a director of a Dutch legal entity being a director of another Dutch legal entity. The Supreme Court confirmed this doctrine again in clear wording in its decision of 21 June 2013.
The conclusion is as follows:
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IMPACT OF THE LIABILITY TO THE DIRECTOR OF THE DIRECTOR (I)
Liability of the 2nd degree director
Under Section 2:17 subsection 1 of the Curaçao Civil Code, the liability of a legal entity as a 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 director (the indirect or 2nd degree director). It applies to this indirect director as it applies to the direct director that he will not be liable if he can prove that he cannot be blamed for the improper performance of duties, also considering his …
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DIRECTORS’ LIABILITY IN CURACAO
Quasi-director may be held liable too
The members of the board of managing directors are personally and severally liable towards the limited liability company (NV or BV) for any loss caused by the improper performance of duties. Each member of the board who proves that he cannot be blamed for such improper performance and that the activities concerned fall outside the scope of activities addressed to him, and that he has not been negligent in taking steps to avert the related consequences, is not liable (Section 2:14 subsection 4 Curaçao Civil Code; “CCC”). Therefore, a division of tasks among such …
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ASSET PROTECTION IN CURACAO
Curaçao: a jurisdiction not to be missed
A Curaçao private foundation or a trust is often used for asset protection and privacy purposes. The Curaçao private foundation and the Curaçao trust must be set up by a notarial deed executed before a civil law notary in Curaçao. Both the private foundation and the trust are a very flexible solution for asset protection and privacy purposes. A private foundation, for instance, can be easily implemented in international holding structures through Curaçao and is very suitable for family asset protection. By means of a letter of wishes or provisions in the articles …
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SERVICE OF PROCESS
A bailiff must be engaged
What is the procedure for the service of foreign proceedings under the procedural laws of Aruba, Bonaire, Curaçao, St. Maarten, St. Eustatius and Saba for a company having its registered address in one of those territories, for instance Curaçao?
Under Curaçao procedural law, the service of proceedings on a Curaçao legal person will be done by means of a bailiff’s notification. This notification shall be served (i) on the person or residence of the president of the management board of the company or (ii) on the business and/or registered address of the company.
Curaçao procedural …
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THE COSTS OF LITIGATION
Parties have to bear their own attorney costs
Under the laws of Aruba, Bonaire, Curaçao, St. Maarten, St. Eustatius and Saba, generally speaking, each party has to bear its own attorney costs, except if there is an agreement in place between the parties providing for such compensation. Other costs related to proceedings are for instance bailiff costs and court fees.
The extent to which the aforementioned costs of litigation are to be borne by the party losing the case are determined by the court. The costs will in fact not compensate the actual costs and attorneys fees incurred. They are …
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THE CURACAO TRUST
Can be used as protected or segregated cell company
On 1 January 2012, new legislation entered into force according to which it is now possible to set up a trust (Curacao Trust) similar to the trust in Anglo-Saxon common law jurisdictions. The introduction of the Curacao Trust serves as an important instrument which could be used within financial transactions in the Caribbean as a significant part of these transactions are initiated from common law jurisdictions.
The Curacao Trust can be used for different purposes, such as, for example:
CURACAOSE JONGEREN NAAR TENNISTOERNOOI IN DOMINICAANSE REPUBLIEK
Internationaal JITIC-kampioenschap
Vandaag zijn 14 jeugdige tennisspelers voor ruim een week naar Santo Domingo vertrokken om mee te doen aan het regionale JITIC-kampioenschap (Junior International Tennis Championships). Het tennistoernooi vindt plaats van 3 tot 9 augustus 2013. Aan dit internationale tennistoernooi nemen verschillende landen in de regio deel. De host van het toernooi is de Dominicaanse tennisbond Federacion Dominicana de Tenis.
De jeugdtennissers hebben een intensief trainingsprogramma gevolgd onder auspiciën van de Tennis Federatie Curaçao. Ze zijn getraind door Roy Bottse, de voorzitter van de TFC, en coach Jason Engelhardt.
De deelnemers van Curaçao:
Jongens tot 14 jaar: Aydan Gomez …
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