INCORPORATION OF COMPANY IN NETHERLANDS
The law relating to incorporation of company in the Netherlands is governed by the Burgerlijk Wetboek Art. 2:175 BW. However powers to approve a company to run its business is vested with the Ministry of Justice.
PROCEDURE OF INCORPORATION
The name of a limited liability company is subject to the approval of the Minister of Justice. Due to the large number of existing limited liability companies, it is highly probable that a certain name has already been used or that it may closely resemble an existing name. That is why, to avoid delay, one should propose at least three names in order of preference.
The name may be stated in Papiamento, Dutch, English, or Spanish; however, it must start or end with the words 'Naamloze Vennootschap' or the abbreviation NV (if so required, the article of incorporation may stipulate that in transactions with countries abroad, "Inc." or "SA" may be used instead of NV).
Approval of Memorandum and Articles of Incorporation
This document is considered to be the constitution of that particular company, everything in the articles of incorporation is considered to be company law. All procedures are to be included in this document, these articles affect everything from day-to-day operations to special responses in unique situations, such as in case(s) of war, dividend distribution or liquidation.
The general meeting of shareholders (g.m.s.) is authorized to amend the articles of incorporation in full or in part. An amendment of the articles of incorporation requires ministerial approval and must be laid down by notarial deed in the Dutch language.
A provision in the articles of incorporation assigning statutory rights to a third party (other than in his/her capacity as shareholder) can only be amended if that third party agrees to the amendment.
Amendments of the articles of incorporation must be published in the 'Curaçaosche Courant' and filed with the Trade Registrar.
For both the Memorandum of Incorporation (comprising the Articles of Incorporation) and amendments of the articles of incorporation ministerial approval from the Antillean Minister of Justice is needed via a declaration of no-objection.
The declaration may only be refused if the company acts in violation of public order, or if the Memorandum contains provisions that are in conflict with the law, or if the founders did not participate in at least 20% of the authorized share capital.
Antecedents are not checked; therefore, the declaration should be obtained within a few days of application.
The capital and the nominal value of the shares can be defined in any currency, and must furthermore contain the amount of the authorized share capital and the number and par value of the shares. The minimal authorized share capital must amount to the equivalent of US$ 30,000.
Upon incorporation, at least 20% of the authorized share capital should be issued. Under no circumstances may less than 20% of the authorized capital be outstanding.
In case of bearer shares, the shares issued have to be paid in full. The members of the Board are held personally liable for any actions undertaken on behalf of the company until the official announcement and registration of the company in the Commercial Register, and until at least 10% of the par value of each share issued and subscribed for at the time of the incorporation of the N.V. has been paid up.
For certain types of concerns a minimum investment of capital is required:
- Mortgage banks (ANG. 40.000) US$ 22.475,-
- Other banks (ANG. 200.000) US$ 112.400,-
Insurance companies (ANG. 200.000) US$ 112.400,-,
In all other cases a minimum of (ANG. 10.000,-) US$ 5620,- is required.
COSTS OF INCORPORATION
To incorporate a company in the Netherlands one may incur the following cost:
- Stamp and registration duties on approval of the Articles of Association by the Minister of Justice are ANG 400 (USD $225).
- Publication of Articles of Incorporation in the Official Gazette ANG 45 (USD $25).
- Initial registration fee and annual contribution to the Commercial Register varies between ANG 60 (USD $34) and ANG 1000 (USD $550), depending on the amount of paid up capital.
- Notary fees are associated with the amount of the authorized capital. In addition, the fee to be paid depends on the work required for, and the time spent in organizing the incorporation, as well as on the actual authorized capital (minimum fee ANG 1000).