International Law

CAN A FOREIGN COMPANY BUY SHARES IN A DUTCH CARIBBEAN COMPANY?

By Karel.Frielink

Generally speaking: yes

Under Netherlands Antilles law, no specific requirements exist regarding the purchase of shares in a Netherlands Antilles offshore company by a foreign company. The Netherlands Antilles do not have any anti-trust regulations.

In the Netherlands Antilles there are no statutory requirements preventing the sale of one or all the shares issued and outstanding or any requirements in the form of governmental license or registration. Certain restrictions apply however, if the target company is a bank or insurance company.

According to Netherlands Antillean corporate law shares are transferable, in principle. However, there is one exception. The articles of association may exclude or limit the transfer of registered shares. The transfer of registered shares is effected either by serving a deed of transfer upon the company, or by written acknowledgement of the transfer by the company, which can only take place by an annotation on the share certificate, if share certificates have been issued.

It should be noted that, in order to qualify for a business license and a foreign exchange exemption, the company should have at least one local managing director or a local representative.

Karel Frielink
Attorney (Lawyer) / Partner

Full post as published by Karel's Legal Blog on December 01, 2008 (boomark / email).