THE LAWYER AS CRAFTSMAN
Tradition and resourcefulness
You could hear these statements just about anywhere: “The study of law is a dull study. You have to read a lot of books and especially learn a lot by heart. But luckily it is not a difficult study. It is more or less the easiest study to graduate in.” Is all this true? It depends and it depends particularly on yourself. For ‘marginalists’ and notorious ‘superficial thinkers’ all this is more or less at a premium. But it is questionable whether these are the people who have the right qualities to practice the craftsmanlike profession of …
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SUPERVISORY DIRECTORS OF A CURACAO INSURANCE COMPANY
The Central Bank has issued guidance notes
According to the Curacao Ordinance on the Supervision of the Insurance Business, a Board of Supervisory Directors of an insurance company shall have the task of supervising the policy of the Management Board of such company and the general course of events of the insurance company and the business associated with it. It shall advice the Management Board. In carrying out its duties the Board of Supervisory Directors shall take into account the interests of the insurance company and the business associated with it (Article 16 par 4 Ordinance).
‘The actions and records of …
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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 …
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NETHERLANDS CARIBBEAN BANKS AND REGULATORY ISSUES
A bank has less freedom than an ordinary legal entity
What would be the requirements, from a regulatory point of view, if a Netherlands Antilles bank wished to sell its entire business or a substantial part thereof? Would it require approval from the Netherlands Antilles Central Bank (de ‘Bank van de Nederlandse Antillen’)?
Generally, if the activity at a bank is characterized as some form of financial reorganization, for example, the prior approval of the Central Bank is required. The bank is also obliged to immediately inform the Central Bank in writing of any resolution for complete or partial liquidation or …
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BES LAW DEVELOPMENTS
Bonaire, St. Eustatius and Saba (BES)
Within a couple of years, the BES Islands, as public entities, will be part of the country of the Netherlands in the framework of the political restructuring in the Kingdom of the Netherlands. The US dollar will be introduced as the new currency in the BES Islands. Curacao and St. Maarten will each become a country within the Kingdom of the Netherlands and have their own legislation and regulations.
The starting point of the political restructuring is that Dutch legislation will be introduced only gradually into the BES Islands. It has been established that …
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MANAGEMENT AND SUPERVISION OF THE ARUBA COMPANY WITH LIMITED LIABILITY
A local representative is required
On January 1, 2009 the new Aruba Ordinance on companies with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective.
The Board of Directors is responsible for the management of the VBA and is authorized to represent it, with the exception of any restrictions in the articles of association. The Board may consist of natural persons and/or legal entities. A VBA must have as local representative, an Aruban corporation (NV or AVV). The bylaws and business license explicitly provide for the representation of companies, unless the VBA either has one or more directors with their …
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THE OFFERING OF NOTES IN THE DUTCH CARIBBEAN
Only to licensed credit institutions
Any Notes (including rights representing an interest in a Note in global form) that are offered as part of their initial distribution or by way of a re-offering in the Netherlands Antilles, shall, in order to comply with the Netherlands Antilles National Ordinance on the supervision of banking and credit institutions 1994, only be offered, sold, transferred or delivered in the Netherlands Antilles to credit institutions licensed in accordance with the Ordinance or that are in possession of an individual exemption granted by the Central Bank of the Netherlands Antilles.
Insofar as services and/or products …
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INSURANCE BUSINESS IN THE DUTCH CARIBBEAN (III)
A broker must be registered
Under the National Ordinance on the supervision of the insurance brokerage business 2003 (Landsverordening toezicht assurantiebemiddelingsbedrijf 2003, “NOSA”), insurance brokers (assurantiebemiddelaars) are prohibited from providing services as an insurance broker unless they are registered in the relevant register administered by the Central Bank. “Insurance Broker” means anyone who, other than pursuant to an employment contract, acts as an intermediary in the conclusion of insurance policies.
There is no statutory definition of “to act as an intermediary”. However, this phrase aims to cover all acts that are intended to conclude an agreement between a potential insurant …
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INSURANCE BUSINESS IN THE DUTCH CARIBBEAN (I)
A license is required
The insurance business in the Netherlands Antilles is regulated by the National Ordinance on the Supervision of the Insurance Business 1990 (Landsverordening toezicht verzekeringswezen, the “NOSI”).
The NOSI divides the insurance business into life insurance and indemnity insurance products. Indemnity insurance products are in turn divided into a number of categories: (i) accident and health insurance; (ii) motor vehicle insurance; (iii) maritime, transport and aviation insurance; (iv) fire insurance and other property insurance; and (v) other indemnity insurance.
Any person or entity wishing to conduct either life insurance or indemnity insurance business in or from the …
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THE DUTCH SUPERVISION ON TRUST COMPANIES (IV)
Identity of ultimate beneficiary must be known
According to the Order on Sound Operational Management (the Order)(‘Regeling integere bedrijfsvoering Wet toezicht trustkantoren’) pursuant to the ASTO, a trust office shall know the identity of the ultimate beneficial owner (‘UBO’) of an object company and keep the evidence used to determine who qualifies as the ultimate beneficial owner and from which the identity of the ultimate beneficial owner has been established, available (Article 12 (1) of the Order).
The trust office shall keep a client acceptance file for every object company, for every sale of a legal entity, and for each …
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THE DUTCH SUPERVISION ON TRUST COMPANIES (III)
Policy rule on integrity testing
The integrity of those having a certain interest in, or control over, a trust office (such as managers, supervisory directors and persons who determine or help determine policy) will be tested and their antecedents investigated (Article 3 of the Dutch Act on the Supervision of Trust Offices; ‘ASTO’). The test is set out in detail in the Policy Rule on Integrity Testing, which contains rules regarding the testing of the integrity of persons who (co-)determine, or are to be appointed to (co-)determine, the policy of supervised institutions, and of holders and prospective holders of qualifying …
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THE DUTCH SUPERVISION ON TRUST COMPANIES (II)
Regulatory framework aims at sound operational management
Section 10 (1) of the Dutch Act on the Supervision of Trust Offices (the ‘ASTO’) states that rules may be issued for trust offices, pursuant to an order in council, i.e. a governmental decree, with the intention of ensuring sound operational management. Such rules were issued in the Order on Sound Operational Management Relating to The ASTO (‘Regeling integere bedrijfsvoering Wet toezicht trustkantoren’; the ‘Order’). The Order is in effect from 1st March 2004.
According to Article 2 (c) of the Order, sound operational management means:
“the management of the organization of the …
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