THE MANAGEMENT BOARD OF A DUTCH CARIBBEAN LEGAL ENTITY

The management board is responsible for the day-to-day affairs

The management board has the function of managing the legal entity, i.e., making policy and conducting the day-to-day management of such legal entity (NV, BV, Foundation or Association).

The management board is responsible for the management of the entity and is authorized to represent it, except where restricted by the articles of incorporation.

The management board is the legal entity’s centre of gravity. The management board of a Curacao or St. Maarten company (NV or BV) combines the functions of executive directors and senior officers in a U.S. corporation, unless the articles provide for a one-tier board. There is no position equivalent to that of chief executive officer. The concept of corporate officers is unknown in Curacao or St. Maarten corporate law.

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

The management board has a duty to account to the general meeting (and the supervisory board, if any) for its actions. The duty to account to the general meeting is embodied in the duty to draw up and submit the annual accounts and annual report to the general meeting.

Karel Frielink
Attorney (Lawyer) / Partner

18 October 2010

Curacao Immigration card goes fully digital

WILLEMSTAD – The Curaçao Tourist Board (CTB) is collaborating with the Government of Curaçao and Curaçao International Airport to switch fully to an online immigration card in a continuing effort to simplify travel to Curaçao.

Motion to transfer management law enforcement to The Hague

THE HAGUE–Separating management of and authority for of law enforcement in St. Maarten, and seeing if the Netherlands could take over this task for a period of five years to strengthen this sector, was the essence of a motion filed by Member of the Second Chamber of the Dutch Parliament Chris van Dam of the Christian Democratic Party CDA during the handling of the draft 2020 budget for Kingdom Relations in the Second Chamber last week Thursday.

Balie vestiging CuraƧao weer normaal geopend

WILLEMSTAD - De balie (Front Office) van de vestiging Curaçao van het Hof van Justitie is vandaag weer op de normale tijden bereikbaar. De administratie afdeling (Back Office) is vanaf 13:00 uur weer beschikbaar.