Besloten Vennootschap
The Netherlands Antilles Close Company
The private limited liability company (besloten vennootschap, hereafter also "BV") is a flexible and highly modern form of corporation. The CIFA (the Curaçao International Financial Services Association) has taken the initiative to have the rules for the BV drafted.
The BV is a company similar to the NV. The main differences with the NV. are:
- The BV has registered shares only;
- The Articles of Incorporation can determine that the shareholders can be held liable for the debts of the BV;
- The Articles of Incorporation of the BV can contain a different manner for dissolution of the company;
- If preferential rights should be attached to shares, such should be provided for in the Articles of Incorporation of the BV;
- Delivery of shares of an BV can only take place in the manner as provided for by law;
- There is no distinctive financial regime such as for the "large" NV;
- There is a more flexible regulation for convening shareholders meetings for the BV than for the NV;
- The Independent Supervisory Board is not regulated in the law;
- Only the BV has the possibility of company "managed by shareholders".
The option of a company "managed by shareholders" has been introduced for the BV. This was done to meet the wishes of enterprises familiar with American law. This form of the private limited liability company does not have a Board of Managing Directors as a separate corporate body. The joint shareholders act as management, which simplifies the taking of corporate action and the management of this type of company in general. Since no Managing Directors have been appointed as such, there are no formalities of appointment, suspension, and dismissal of Managing Directors, nor is there a difference between shareholders' meetings and Board meetings in this case. The shareholders may determine the details of the way in which they will manage the company, the division of tasks mutually agreed upon, etcetera, in a shareholders' agreement. Using this type of company, a legal concept can be created that resembles the partnership (commanditaire vennootschap), the general partnership (maatschap), or the limited partnership (vennootschap onder firma), and at the same time benefits from the fact that, as opposed to partnerships, this company managed by shareholders is a legal entity with the ability to act, sue and be sued in its own name.
The BV is in principle subject to profit tax. However, a full exemption can be applied for if the activities are investing in debt instruments, securities and deposits. The company should not be subject to supervision of the Central Bank as being a bank or a financial institution. Also the company should prepare annual accounts and have them audited by an independent expert. These conditions are in line with current international standards and therefore should not form an unacceptable hurdle for serious investors.
Source: Website Curaçao International Financial Services Association (CIFA)
