VOLUNTARY DISCLOSURE AND THE HUNT FOR UNDISCLOSED ACCOUNTS BY US AND DUTCH TAX AUTHORITIES

Propaganda machines up to speed

Publicity efforts by the US and Dutch tax authorities indicate that the hunt for undisclosed accounts in typical offshore jurisdictions is still a hot item. Although Curacao was not mentioned by the US authorities, the Dutch tax authorities announced a new search for undisclosed accounts in Curacao based on information provided by the French tax authorities. The IRS announced a new voluntary disclosure program which mitigates the risk of criminal prosecution in exchange for paying taxes, interest and a standardized penalty. Furthermore, the IRS announced that they will follow ‘new leads’ emanating from voluntary disclosures. …
Read the rest »

02
Feb 2011
CATEGORY

Tax

COMMENTS No Comments

THE DUTCH CARIBBEAN AND ROME I AND ROME II

Nothing has changed as of 10-10-10

The Country the Netherlands Antilles consisted of Bonaire, Curacao, St. Maarten, St. Eustatius and Saba, and formed part of the Kingdom of the Netherlands. On October 10, 2010 the Netherlands Antilles ceased to exist as a country. Two new countries were born on that date: the country Curacao and the country St. Maarten. The three remaining islands (Bonaire, St. Eustatius and Saba, a.k.a. the BES-islands) became special overseas territories (sort of municipalities) of the Netherlands. The question is whether the new status of the islands mentioned means that treaties to which the Netherlands is …
Read the rest »

01
Feb 2011
CATEGORY

Legal

COMMENTS No Comments

INTERNATIONAL NON-CONTRACTUAL LIABILITY FROM A DUTCH PERSPECTIVE

Introduction

Financial law is not an exclusively national affair. Cross-border transactions and service provisions have been common place for a very long time. Harmonisation of rules has been worked towards in a European context for decades. Leaving aside special subject matters such as liability for products and road accidents, the (partial) harmonisation of the rules in respect of the cross-border tort (wrongful act) has only relatively recently been realised.

Rome II, which concerns the law applicable in respect of non-contractual obligations, has been in force in the Netherlands since 11 January 2009. It applies to non-contractual obligations which have arisen after that …
Read the rest »

31
Jan 2011
CATEGORY

Legal

COMMENTS No Comments

WHAT YOU MAY EXPECT OF YOUR LAWYER

Quality, Clarity, Trust, Value for Money, Passion and Compassion

Whether you live in the UK, the USA or the Dutch Caribbean, almost every lawyer (attorney) or law firm claims to be the best, the leading, etc. Why are they all trying so hard? And does this do the trick for you? Even more importantly, does your lawyer meet your expectations? What may you expect from your lawyer after all? I will only address a number of the relevant issues here.

In many cases and for many clients, the size of a law firm is not of much importance. What is …
Read the rest »

25
Jan 2011
CATEGORY

Various

COMMENTS No Comments

A PUBLIC LIMITED LIABILITY COMPANY AND LEGAL PERSONALITY

Dutch Supreme Court, Decision of 18 January 1901

Suppose you and several of your friends decided to combine your financial resources to start a business. You subsequently agreed on the incorporation of a limited liability company (NV). You also agreed on the amount each of you would put into the NV and the number of shares each of you would receive in return for this capital contribution. You and your friends then visited the civil law notary and a notarial deed incorporating the NV was executed. The NV now exists.

However, although you and your friends paid their respective capital …
Read the rest »

18
Jan 2011
CATEGORY

Corporate

COMMENTS No Comments

GOOD CORPORATE GOVERNANCE REVISITED

Where these rules not designed to protect companies from the government?

It has been my opinion for many years already that government-owned companies should be kept out of the political sphere as much as possible, so that they may benefit from a commercial, businesslike and market-oriented management. In doing so they also run less of a risk of being milked or used as political toys.

When the current government of Curacao came into power a couple of months ago, it made it very clear, right from the beginning, that it intended to dismiss all and any supervisory directors of both …
Read the rest »

11
Jan 2011
CATEGORY

Corporate

COMMENTS No Comments

REQUESTS FOR INFORMATION BY FOREIGN TAX AUTHORITIES

A request for information needs to contain specific information

The former Netherlands Antilles concluded several tax information exchange agreements (‘TIEA’) during recent years. These TIEAs also apply to the newly formed country Curacao. The Tax Arrangement for the Kingdom (‘TAK‘) is applicable within the Kingdom of the Netherlands, which includes Curacao. Article 37 of the TAK also contains the facilities for the exchange of information within the Kingdom.

Without a TIEA in place or a specific article in a double tax treaty facilitating the exchange of information between the treaty parties, the Curacao tax authorities would be prohibited from effectively exchanging …
Read the rest »

21
Dec 2010
CATEGORY

Tax

COMMENTS No Comments

PROPOSED REVIEW DUTCH CARIBBEAN CORPORATE CODE

Various proposals not yes discussed here

The prohibition of appointing Supervisory Directors besides a ‘one-tier Board’ will be deleted (Article 2:19 paragraph 1 proposed bill). Supervisory Directors being a legal entity are allowed to a limited extent (Article 2:19 paragraph 3 proposed bill).

For the NV and the BV the law determines who has the right to attend meetings (Article 2:129/229 proposed bill). Unfortunately, in this connection no attention is given to the holders of depositary receipts for shares. In the case of concurred depositary receipts (i.e. certificates released with the co-operation of the corporation) I would prefer to grant the holders …
Read the rest »

14
Dec 2010
CATEGORY

Corporate

COMMENTS No Comments

PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON CONFLICTING INTEREST

The proposed bill gives shareholders more freedom

Earlier in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). Among other things, the provisions with regard to conflicting interest have been thoroughly reviewed and strongly curtailed.

The basic rule provides that the authority with regard to certain legal acts involving the legal entity and its Managing Director (e.g., agreements between the legal entity and its director) as well as lawsuits between a legal entity and its Managing Director rests with …
Read the rest »

06
Dec 2010
CATEGORY

Corporate

COMMENTS No Comments

PROPOSED REVIEW DUTCH CARIBBEAN LEGISLATION ON REPRESENTATION

Restrictions in managing authority work through into the representative authority

Earlier in 2010, a draft bill was proposed to amend the Corporate Code (Book 2 Civil Code) of Curacao, St. Maarten, Bonaire, St. Eustatius and Saba (which formerly constituted the Netherlands Antilles). Hopefully, the Bill comes into force in 2011. Some of the proposed changes will be discussed here.

Restrictions of the managing authority can arise from a by-law or a corporate agreement. Individual Managing Directors exercise their powers with due observance of the resolutions of the Management Board (Article 2:8 paragraph 2 Civil Code). Subject to restrictions arising from …
Read the rest »

10
Nov 2010
CATEGORY

Corporate

COMMENTS No Comments

PRESENTING FACTS IN DUTCH CARIBBEAN COURT PROCEEDINGS

Facts must be presented fully and truthfully

Legal proceedings are initiated by a petition filed with the Courts. A petition is a document stating, among other things, the names and addresses of the parties, the nature of the dispute (including the relevant facts of the case), the competent court, and the demand for relief.

The significance of the petition should not be underestimated. Filing a petition with the court stops the statute of limitations running for that case. A petition should clearly state the facts and specify the relief sought, in order to enable the court to render a default …
Read the rest »

03
Nov 2010
CATEGORY

Legal

COMMENTS No Comments

THE DISMANTLING OF THE NETHERLANDS ANTILLES

The Country known as the Netherlands Antilles will disappear as of 10-10-10

The country, the Netherlands Antilles, consists of Bonaire, Curacao, St. Maarten, St. Eustatius and Saba, and forms part of the Kingdom of the Netherlands. On 10 October 2010 the Netherlands Antilles will no longer exist. Two new countries will be born on that date: the country Curacao and the country St. Maarten. Both new countries will be part of the Kingdom of the Netherlands; however, they will each have their own government and legislature. The island of Aruba gained similar autonomy in 1986.

The legislation currently in place …
Read the rest »

30
Sep 2010
CATEGORY

Legal

COMMENTS No Comments