International Law

THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION

By Karel.Frielink

The concept of corporate officers is unknown

The management board has the function of managing the corporation, i.e., making policy and conducting the day-to-day management of the corporation. The management board is responsible for the management of the BV and is authorized to represent it, except where restricted by the articles of incorporation.

The management board is the corporation’s centre of gravity. The management board of a Netherlands Antilles corporation combines the functions of executive directors and senior officers in a U.S. corporation, unless the articles provide for a single-tier board. There is no position equivalent to that of chief executive officer. The concept of corporate officers is unknown in Netherlands Antilles corporate law.

Although not explicitly provided for in Book 2 of the Netherlands Antilles Civil Code, it is considered a general rule of corporate law that the management board must act in the best interests of the corporation in the performance of its duties, even when acting upon instructions from others (e.g. shareholders).

The management board has a duty to account to the shareholders’ meeting (and the supervisory board, if any) for its actions. The duty to account to the shareholders’ meeting is embodied in the duty to draw up and submit the annual accounts and annual report to the shareholders’ meeting. This duty to account is also embodied in the obligation to provide information to the shareholders’ meeting, unless this conflicts with a serious interest of the corporation.

With exception of the annual accounts (and, if applicable, the shareholders’ register), shareholders (as such) are not entitled to inspect other books, records or documents of whatever nature. However, in the course of proceedings involving a Netherlands Antilles corporation, the Netherlands Antilles court may require the corporation to give the opposite party access to its books, records and documents under certain circumstances, however only to the extent necessary to pursue case before the court.

Karel Frielink
Attorney (Lawyer) / Partner

Full post as published by Karel's Legal Blog on December 29, 2008 (boomark / email).