Legal Blog

Friday, July 26, 2013

The de facto managing director under Curacao law

A shareholder (or supervisory director or even a third party) who is not part of the management board of an NV or BV, yet for a specific period or under certain circumstances, whether or not pursuant to a provision either in the articles of association or in Book 2 of the Curaçao Civil Code (CCC), determines or co-determines the policy of the NV or BV as if he were a managing director, shall with regard to such conduct, insofar as his obligations as regards the corporation and third parties are concerned, be considered a managing director (Section 2:138 CCC).

Such a policy-maker ("de facto managing director" or "quasi managing director") also falls within the scope of the provisions on directors’ liability (Sections 2:14 and 2:16 subsection 9 CCC) and may be held liable on the same grounds as a managing director.

In other words: when a parent corporation intensively influences the subsidiary's daily management, it may be considered as a quasi-director; in that capacity it can be held bound by the same duties as formal directors and it may incur the same liabilities in the event of breach of duty.

Filed under: Corporate by Karel Frielink.



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