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International Law

Karel's Legal Blog

Attorney / Lawyer Karel Frielink discusses legal issues relating to Aruba and the Netherlands Antilles (Curacao, Bonaire, St. Maarten, Saba and St. Eustatia).
By Karel Frielink

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Last Entry: November 02, 2020 at 12:06:26

THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN CORPORATION

Posted on December 29, 2008
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...

A DUTCH CARIBBEAN BUSINESS LICENSE

Posted on December 26, 2008
License required According to the Netherlands Antilles Ordinance on the Establishment of a Business (Landsverordening betreffende vestiging van ondernemingen, PB 1946 nr. 43), a license is required to establish a company (vestigingsvergunning) as well as one to operate a company as an individual director who is not a ?citizen? (directievergunning)...

THREE QUESTIONS ABOUT DUTCH CARIBBEAN PREJUDGMENT ATTACHMENT

Posted on December 22, 2008
FAQ Question 1 How easily can one obtain permission to freeze assets? The Netherlands Antilles Code of Civil Procedure provides the possibility to seize and freeze assets in anticipation of a court order to pay a certain amount or to return certain goods...

THREE QUESTIONS ABOUT DUTCH CARIBBEAN CIVIL PROCEEDINGS

Posted on December 19, 2008
FAQ Question 1 Are there any particular issues that concern foreign plaintiffs in the Netherlands Antilles? If proceedings on the merits are initiated by a non-resident plaintiff, the defendant may ask the court to order that the plaintiff provide security for damages, costs and interest which it might be liable to pay as a result of the judgment [...

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THREE QUESTIONS ON DUTCH CARRIBBEAN BANKRUPTCY LAWS

Posted on December 15, 2008
FAQ Question 1 In which cases and by whom may bankruptcy proceedings be initiated in accordance with Netherlands Antilles bankruptcy law? Filing for bankruptcy may be done either by the debtor itself or by one or more of its creditors. If the debtor is a company, the managing directors do not have the authority to petition for bankruptcy [...

NEW PRESIDENT CURACAO BAR ASSOCIATION

Posted on December 14, 2008
Meeting held on 12 December 2008 At the Curacao Bar Association’s annual meeting, Karel Frielink (Spigthoff) was formally elected to serve as President of the Curacao Bar Association for a two year-term. He is the successor of Eric de Vries (HBN)...

BOARD OF DIRECTORS CURACAO CHAMBER OF COMMERCE

Posted on December 12, 2008
Elections held on 11 December 2008 Willem “Billy” Jonckheer (owner Jonckheer Advertising & Marketing Consultants) has been re-elected as member of the Board of Directors of the Curacao Chamber of Commerce. Karel Frielink (partner Spigthoff Attorneys & Tax Advisers) has been elected to the same Board...

DUTCH CARIBBEAN CORPORATE LAW IN PRESSING CIRCUMSTANCES

Posted on December 12, 2008
Rules of law, articles and contract may be set aside According to Section 2:7(2) of the Netherlands Antilles Civil Code, any rule imposed, for instance, on�board members or shareholders of a limited liability company, will not be deemed to apply, to the extent, in the given circumstances, that these would be unacceptable in terms of reasonableness [...

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

Posted on December 01, 2008
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 [...

THE GENERAL PENSION FUND OF THE NETHERLANDS ANTILLES

Posted on November 28, 2008
The APNA is subject to supervision The General Pension Fund of the Netherlands Antilles (?Algemeen Pensioenfonds van de Nederlandse Antillen?; the ?APNA?) is governed by its own State Ordinance (?Landsverordening Algemeen Pensioenfonds van de Nederlandse Antillen?; ?SOAPNA?)...

DUTCH CARIBBEAN COURT DECISION IN TELECOM CASE

Posted on November 26, 2008
Scarlet about to enter telecom market in Sint Maarten On 18 November 2008, the Administrative Court in Sint Maarten ruled that the Executive Council of Sint Maarten was not authorized to refuse Scarlet a business license for the provision and operation of international telecommunications services in Sint Maarten (click here for the judgment)...

INSURANCE BUSINESS IN THE DUTCH CARIBBEAN (III)

Posted on November 21, 2008
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 BUSINESS IN THE DUTCH CARIBBEAN (II)

Posted on November 17, 2008
Limitations apply to a foreign insurance company A foreign insurance company, i.e. a company not having its seat in the Netherlands Antilles and not operating through any kind of branch office (including a local representative), is allowed to insure a risk located in the Netherlands Antilles (for instance Cura�ao), provided this occurs on an incidental basis [...

INSURANCE BUSINESS IN THE DUTCH CARIBBEAN (I)

Posted on November 14, 2008
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...

SERVICE OF PROCESS IN THE DUTCH CARIBBEAN

Posted on November 10, 2008
This is done by a bailiff What is the procedure for the service of foreign proceedings under Netherlands Antilles procedural law for a company having its registered address in, for instance Cura�ao? Under Netherlands Antilles procedural law, the service of proceedings on a Netherlands Antilles legal person will be done by means of a bailiff?s notification...

AGENCY AGREEMENTS IN THE DUTCH CARIBBEAN

Posted on November 07, 2008
An agent is entitled to commission Under the Civil Code of the Netherlands Antilles (article 7:428), an agency agreement is defined as a contract for a fixed or indefinite period of time between a principal and an agent, whereby the agent agrees, against payment, to mediate in the conclusion of contracts and to eventually conclude these [...

SPIGTHOFF ATTORNEYS AND TAX ADVISERS: ALWAYS ON TOP OF THE GAME

Posted on October 31, 2008
Dutch Caribbean law firm operates in a borderless business world National boundaries these days are increasingly less significant, even for small or mid-size law firms. Though Spigthoff Attorneys & Tax Advisers can hardly be called a global law firm, with only two offices, one in Curacao and one in Amsterdam we can however offer services to [...

MASS LAY-OFF UNDER THE LAWS OF THE DUTCH CARIBBEAN

Posted on October 30, 2008
Permission required The termination of the employment contracts of more than 25 employees or of 25% or more of the employees of a company is considered a mass lay-off. For such a mass lay-off permission is required from the Director of the Department of Labor and Social Affairs irrespective of the nature of the company?s activities...

A JOINDER BETWEEN PARTIES IN THE DUTCH CARIBBEAN

Posted on October 28, 2008
An interest must be proved When two parties are involved in legal proceedings a third party may request permission to join the proceedings thereby to joining with one party in raising defense against the other (?voeging?). Alternatively, a third party may request permission to intervene (’tussenkomen‘) in pending proceedings, in which case neither party is joined...

CITIZENS RESCUE ORGANIZATION CURACAO NEEDS YOUR SUPPORT

Posted on October 28, 2008
Wanted: on-shore rescuers The Citizens’ Rescue Organization, Curacao (CITRO) provides search and rescue services in the waters around Curacao in the Netherlands Antilles. The organization comprises a group of volunteers, who are on call and prepared for sea rescue 24 hours a day 7 days a week...

PLEDGING FUTURE RECEIVABLES IN THE DUTCH CARIBBEAN

Posted on October 25, 2008
Bankruptcy pledgor will prevent valid pledge Under the laws of the Netherlands Antilles, a right of pledge may be established on future receivables, however, the right of pledge on a future receivable will only be perfected the moment such a receivable comes into existence, provided that, at such a time, the pledgor is authorized to dispose [...

THE DUTCH CARIBBEAN AND OECD STANDARDS OF TRANSPARANCY AND EXCHANGE OF INFORMATION

Posted on October 24, 2008
OECD Secretary-General compliments the Netherlands Antilles and Aruba In his speech on 21 October 2008, OECD Secretary-General Angel Gurr�a, addressed the issue of transparency and exchange of tax information in relation to offshore jurisdictions. The Secretary-General: ?In 2000 we identified over 40 tax havens and between 2000 and 2005 we were able to convince 35 of these [...

DUTCH GOVERNMENT INJECTS $13 BILLION IN ING GROUP

Posted on October 22, 2008
Restoring confidence is key Recently, the Dutch government acquired all shares in the capital of the Dutch subsidiary of Fortis, i.e. Fortis Bank Nederland, including ABN AMRO Bank. Furthermore, the Dutch government has set aside $27.5 billion of capital to protect the financial institutions of the Netherlands...

FOREIGN CLAIMS SECURED BY DUTCH CARIBBEAN SECURITY RIGHTS

Posted on October 18, 2008
The claim must be sufficiently identifiable Many financing arrangements are of a cross-border nature. For instance, a loan agreement governed by English law with the loan secured by a Netherlands Antilles right of pledge. This raises all kinds of questions...

PREJUDICED INTERESTS OF MINORITY SHAREHOLDERS IN THE DUTCH CARIBBEAN

Posted on October 14, 2008
He may force the company to take-over his shares Article 2:251(1) Netherlands Antilles Civil Code reads as follows: ?A shareholder of registered shares, whose rights or interests are prejudiced to such an extent, by the conduct of the company or one or more co-shareholders, that a continuation of his shareholding cannot reasonably be required of him, [...

TROPICAL STORM OMAR DUMPS 12 INCHES OF RAIN ON THE DUTCH CARIBBEAN

Posted on October 14, 2008
(CNN) – Tropical Storm Omar formed Tuesday in the eastern Caribbean Sea and within hours was lashing the islands of Aruba, Curacao and Bonaire with heavy rain and gusty winds, the National Hurricane Center said. As of 2 p.m. ET, the storm’s center was about 375 miles (600 km) south-southwest of San Juan, Puerto Rico, and [...

DRAG-ALONG RIGHTS UNDER THE LAWS OF THE DUTCH CARIBBEAN

Posted on October 11, 2008
Drag-along rights may be validly created A drag-along right is a right that enables a majority shareholder to force a minority shareholder to join in the sale of his shares in a company (NV or BV). The majority shareholder doing the dragging must give the minority shareholder the same price, terms, and conditions that apply to [...

IN THE SHADOWS OF DEBT

Posted on October 08, 2008
Who is to blame for the current crisis? Massive borrowing, hedge funds, credit default swaps (CDSs), collateralized debt obligations (CDOs) and other instruments seem to be part of the current trillion dollar�problem. What was known of these instruments and the risks attached�thereto in the past several years?�There was quite much�known from the beginning...

WHAT IF A LENDER BECOMES A SHAREHOLDER OF THE BORROWER IN THE DUTCH CARIBBEAN?

Posted on October 07, 2008
The obligation to repay still ranks pari passu If a lender takes over the shares in a borrower, the ranking of the borrower?s obligation to repay the loan does not change. Such obligations will continue to rank pari passu with the other creditors. Let me give you an example...

COVENANTS NOT TO COMPETE IN THE DUTCH CARIBBEAN

Posted on October 04, 2008
Such covenants are null and void A non-competition clause, a.k.a. a covenant not to compete, is a stipulation between the employer and the employee whereby the latter is restricted in his right to work in a given way upon termination of the latter?s contract of employment...

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