Legal Blog

Tuesday, February 26, 2013

Cross border conversion and merger (part 3)

Under the Transfer of Seat Ordinance it is for instance impossible to transfer to Aruba or St. Maarten. Article 38 paragraph 4 of the Charter of the Kingdom of the Netherlands provides that the subject of transfer of seat of legal entities must be regulated in a Kingdom Act. Agreement between the governments of the countries is required for this provision. For as long as that subject has not been regulated in a Kingdom Act, a transfer of seat within the Kingdom is not possible; because cross-border conversion can be materially equated with it, it is assumed that that should also first be regulated in a Kingdom Act before it can take place within the Kingdom.

Read more Filed under: Corporate by Karel Frielink.


Friday, February 22, 2013

Lezing over Corporate Governance in Curacao

Op 21 februari 2013 vond het seminar ‘Checks and Balances in Corporate Governance on Curacao’ plaats. Dit seminar was georganiseerd door het College financieel toezicht, Stichting Bureau Toezicht en Normering Overheidsentiteiten en de Dutch Caribbean Accountants Association. Als gastspreker heb ik daar een lezing gegeven onder de titel: “Terugblik op de toekomst: de verdere ontwikkeling van corporate governance in Curaçao”.

Read more Filed under: Corporate by Karel Frielink.


Friday, February 22, 2013

Cross border conversion and merger (part 2)

Transfer of the seat: The cross-border conversion was already known in the past as the doctrine of the transfer of the seat. Just a few words about this. The transfer of seat had been regulated in the Transfer of Seat to Third Countries Ordinance (Landsverordening zetelverplaatsing derde landen). This Ordinance was repealed as from 1 March 2004 onwards; this system has been replaced by the cross-border conversion system. However, see Section II of the Repair Act of 24 December 2004, P.B. 2004, 198, which revives this Ordinance for certain companies: in the event that a public limited company (NV) had, in its articles of association on 1 March 2004, the possibility of transferring its seat as laid down in this Ordinance, this Article can still be made use of on the condition that the articles of association (still or again) provide for this.

Read more Filed under: Corporate by Karel Frielink.


Friday, February 15, 2013

Cross border conversion and merger (part 1)

Recent developments: The Netherlands Antilles ceased to exist as a country on 10 October 2010. Curacao and Sint Maarten have become independent countries within the Kingdom of the Netherlands, just as Aruba had already been for quite some time. Bonaire, St. Eustatius and Saba have become extraordinary municipalities of the Netherlands. These constitutional changes have resulted in far-reaching consequences for the cross-border conversion and cross-border merger of legal entities.

Read more Filed under: Corporate by Karel Frielink.


Thursday, February 14, 2013

Curaçao Private Foundation for asset protection & privacy planning

A general memorandum on the Curaçao private foundation. The Curaçao private foundation is a well established instrument for asset protection and privacy planning. For international clients, a tax neutral solution. 

Read more Filed under: CorporateTax by Jeroen Starreveld.


Thursday, February 14, 2013

Enqueterecht Curacao

Hieronder volgt mijn lezing over het enqueterecht van 16 maart 2011. Die lezing is gebaseerd op het wetsontwerp dat er toen lag en nadien enigszins is aangepast. Het enqueterecht in deze vorm is alleen in Curacao ingevoerd en wel op 1 januari 2012.

Read more Filed under: Corporate by Karel Frielink.


Thursday, February 14, 2013

Ambtenaren en het sociaal statuut

Eerder deze maand hebben ambtenarenvakbonden en de minister van Bestuur, Planning en Dienstverlening een akkoord gesloten waarin staat dat de nieuwe basisverzekering ziektekosten voorlopig niet gaat gelden voor ambtenaren. De basisverzekering wordt gepresenteerd als kostenbeheersingmaatregel die noodzakelijk is vanwege de ‘acute’ financiële situatie van Curaçao. De ambtenaren hadden zich echter tegen de invoering van de basisverzekering verzet omdat die zou leiden tot een verslechtering van hun arbeidsvoorwaarden.

Read more Filed under: Labor Law by Annemarijke Bach Kolling.


Tuesday, February 12, 2013

Public authorities and good governance

The European Court of Human Rights (2 October 2012, Case of Czaja v. Poland, 5744/05) reiterates the particular importance of the principle of good governance.

Read more Filed under: Uncategorized by Karel Frielink.


Monday, February 11, 2013

Taking over control of a Curacao company through a foreign court decision

According to Curacao private international law, the appointment and dismissal of board members of a company as well as decisions limiting their powers is governed by the laws of the jurisdiction under which the company is incorporated. Accordingly, the appointment and dismissal of a board member of a Curacao limited liability company (NV or BV) as well as any limitation in respect of his powers must take place in accordance with Curacao law.

Read more Filed under: Corporate by Karel Frielink.


Wednesday, February 06, 2013

Conflicting interests in Curacao insolvency law (part 8)

Final remarks. The receiver can be faced with a multitude of conflicting interests. Often he will be able to reach a weighing of interests relatively quickly and without many problems, but sometimes he has to balance on a thin bankruptcy tightrope. In doing so the law offers him hardly any support and neither does case law due to it being strongly case-based, although there is the reassuring fact that from a liability point of view many of his decisions should 'only' be able to bear a limited review.

Read more Filed under: Corporate by Karel Frielink.


Friday, February 01, 2013

Conflicting interests in Curacao insolvency law (part 7)

Conflicting interests in connection with consolidated business operations: When multiple companies of the same group go bankrupt, it can be of major importance for a creditor of one of these companies to know how the winding up is developing of one or more of the other companies. Particularly when a consolidated bankruptcy is involved, the creditors will have to be alert. In connection with a consolidated bankruptcy, there will in actual fact be one single joined estate. If this is the case, in the various bankruptcies one single joint creditors' meeting must be held of which all the creditors of the companies involved will be informed and where they can exercise the powers accruing to creditors. Such a consolidation, a pre-eminent identification, for which there is no justification other than the interest to wind up interrelated estates in an orderly manner, is only possible when this is not (foreseeably) in contravention of the interest of the joint creditors of each of the bankrupt companies. Only very occasionally is a consolidated wind-up exclusively possible, for instance when only one single set of joint accounts are kept for the different companies or their respective activities, money flows and the like are completely intertwined and can no longer, or only at very great cost, be separated.

Read more Filed under: Corporate by Karel Frielink.