AGENCY AND DISTRIBUTION AGREEMENTS IN THE NETHERLANDS CARIBBEAN (I)
Commercial Agency Agreement
According to Section 7:428, Paragraph 1, of the Netherlands Antilles Civil Code, a commercial agency contract (agentuurovereenkomst) is a contract for services whereby one party, the principal, instructs the other party, the commercial agent, and whereby the latter binds himself, for a fixed or indeterminate term and for remuneration, to act as an intermediary in the conclusion of contracts, and, as the case may be, to enter into such contracts in the name and for the account of the principal, without being his subordinate.
No procedural requirements apply for entering into an agency agreement, and it may …
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THE ANNUAL ACCOUNTS OF LARGE DUTCH CARIBBEAN COMPANIES
Stricter rules for large companies
Under Netherlands Antilles law the annual accounts of limited liability companies which do not qualify as so called large companies, need to be prepared in accordance with generally accepted standards and shall provide sufficient insight as to enable a sound judgment to be formed regarding the assets and the results and, to the extent the nature of the annual accounts so permit, regarding the solvency and liquidity of the company (article 2:116 (4) Netherlands Antilles Civil Code). This is comparable to the principles of good business practice (goed koopmansgebruik).
For large companies the legislator chose …
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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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TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (II)
Only corporations may plead absence of representative authority
Under the Netherlands Antilles Corporate Code, i.e. Book 2 of the Civil Code, transactions with third parties that violate either the law or any limitations on the transactional powers of the board of directors of a corporation, are not enforceable against the corporation if the limitations are properly disclosed at the trade register. According to Article 2:10(3) Netherlands Antilles Civil Code only corporations may plead the absence of representative authority.
A counterparty wishing to withdraw from a legal act on that ground, may only rely on the fourth paragraph of Article 2:10 …
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TRANSACTIONAL POWER OF THE MANAGING BOARD OF A DUTCH CARIBBEAN CORPORATION (I)
Limitations must be disclosed to have effect
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 (‘naamloze of besloten vennootschap’; NV or BV). In the event of several managing directors, any managing director shall be competent, insofar as not otherwise provided for by the articles of association.
Under Netherlands Antilles law, information required to be disclosed pursuant to the Civil Code, for instance (i) the identities of the …
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SPOTLIGHT ON CURACAO
Curacao economic country survey inserted in the New York Post
In May 2009, United International Press (UIP) issued a special bulletin on Curacao, the Netherlands Antilles, in an insert in the New York Post. UIP has also placed the bulletin on its website. Curacao is described as a Caribbean Hub with Investment Appeal. Amongst various government institutions and businesses, Spigthoff Attorneys & Tax Advisers is also mentioned (click here).
According to its website,
“United International Press is a media agency specialized in the production of comprehensive economic country surveys inserted in the New York Post. …
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TRADE MARK LAW: PLACING LUXURY GOODS IN DISCOUNT STORES CAN AFFECT THEIR QUALITY
French fashion house Dior has the upper hand in legal battle over ‘dumping’ of its goods
Placing luxury goods like Christian Dior products in discount stores can affect their quality according to the European Court of Justice, in a ruling on April 23, 2009, thereby backing the renowned French fashion house Dior in a trademark case. At issue is the extent to which companies such as Dior can defend themselves against products bearing their brands being “dumped” even though the licensing agreement clearly prohibits the licensee from doing so.
On May 17, 2000 the fashion house concluded a …
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PLC CROSS BORDER LAW FIRM RECOMMENDATIONS
Netherlands Antilles
According to PLC Cross Border (Which lawyer?), Spigthoff Attorneys & Tax Advisers is one of two firms dominating the Netherlands Antilles market for international work, both on- and offshore.
Spigthoff ranks high in corporate / M&A and dispute resolution.
Martijn Welten, who specialises in corporate law, mergers & aquisitions and corporate litigation, is (highly) recommended in the areas of dispute resolution and corporate/M&A.
Karel Frielink comes recommended in the area of high net-worth private clients. Karel is highly recommended in the areas of …
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