International Law

CAPITAL STRUCTURE OF THE ARUBA COMPANY WITH LIMITED LIABILITY

By Karel.Frielink

Full value share is required

On January 1, 2009 the new Aruba Ordinance on the company with limited liability (vennootschap met beperkte aansprakelijkheid; VBA) became effective.

Concepts like registered, subscribed and contributed capital do not occur in the Ordinance. Therefore, no minimum capital is required, unless such a requirement is included in the articles of association. There can be voting shares, non-voting shares and shares with restricted voting rights. Shares can have a par value. If shares have a par value, this may differ per category of shares. Also, the par value can be expressed in one or more foreign currencies.

There are only two formal restrictions: the equity of the VBA may not be negative when establishing the company and one share with full voting rights that participates in the profit must be placed with the founder or a third party, or two shares, one of which has full voting rights and one that shares in the profit, as the case may be (a.k.a. a share with ?full value?).

Possible types of shares are, among others, ordinary shares, preferred shares, cumulative preferred shares and priority shares.

Karel Frielink
Attorney (Lawyer) / Partner

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Full post as published by Karel's Legal Blog on April 11, 2009 (boomark / email).