QUASI DIRECTORS UNDER DUTCH AND DUTCH CARIBBEAN LAW
The topic of my dissertation
I am regularly asked by English speaking people what my PhD-dissertation is about.
As part of my PhD, I researched the liability of persons who have not been appointed as director according to Book 2 of the Civil Code and the articles of association (formal, also de iure, directors) of a private legal entity, but who actually (de facto) acted as directors or as shadow directors. The de facto director and the shadow director fall in the category of quasi directors.
In my study, reference is made to Book 2 of the Civil Code of …
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QUASI DIRECTOR OR JUST THE BOSS?
This depends on the facts
If a legal entity (an NV or BV comes to mind) becomes bankrupt, any director (according to its Articles) becomes jointly and severally liable for the deficit of the bankrupt’s estate if it is apparent that there has been improper management and it is plausible that this was a major cause of the bankruptcy.
The Act provides that a person who (during the relevant period) determined or co-determined the policy of the legal entity as if he was a director is considered equivalent to a director. This is also called a quasi director. For instance, …
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INSOLVENCY AND LIABILITY
Not (or late) filing for bankruptcy
In Curaçao, there is no statutory obligation for managing directors of a company to file for the bankruptcy of the corporation. Therefore, managing directors are not responsible to the creditors for damages sustained by them as a result of any ‘late’ filing for bankruptcy. There is no such obligation for shareholders of a corporation either.
However, creditors of the corporation may hold a director liable on the basis of tort if he entered into a transaction on behalf of the corporation while he knew, or should reasonably have known, that the corporation would not …
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