The Limited Liability Company / The Private Limited Company
The Limited Liability Company (LLC/N.V. in Dutch) and the Private Limited Company (PLC/B.V. in Dutch), to be referred to hereinafter as “the corporation”, are legal entities, by which is to be understood that they are independent bearers of rights and obligations.
The corporation is incorporated by one or more person(s) through a notarial deed.
The name has to commence or end with the words “private limited company” or abbreviated “PLC” in the event a private limited company is concerned or with the words limited liability company, abbreviated “LLC” if a limited liability company is concerned.
In the notarial deed of incorporation of the corporation the articles of incorporation of the corporation are stated. The articles of incorporation shall, at any rate, state: the name, the island territory where the corporation has its statutory domicile, the corporate objectives, the procedures of decision-making, the nominal value of the shares and the nominal capital of the corporation. If so required other provisions may also be inserted, provided that those are not in violation of the law.
Amendment of the articles of incorporation will always have to be laid down in a new notarial deed, subject to a resolution of the general shareholders’ meeting to that effect.
The corporation has as its corporate bodies a managing board (board of directors) and a general shareholders’ meeting. Instituting a supervisory board is optional. This possibility must then be inserted in the articles of incorporation. The task of the supervisory board is to exercise supervision on the managing board, it is possible to expand this task with an advisory function.
The managing board has to manage and to represent the corporation.
The shareholders are the ones who provide the corporate capital, in exchange of which they receive shares, which may or may not be vested with voting rights. Each shareholder participates for a certain number of shares in the corporation. It is also possible to have only one shareholder. The shareholders are also vested with various powers, such as, for example, amending the articles of incorporation, appointment of the directors (this may be deviated from in the articles of incorporation), confirming and adopting the annual account, after it has been drawn up by the managing board.
A private limited company managed by the shareholder(s).
The shareholder-managed private limited company has no separate board of director(s). The shareholders manage the corporation jointly. The formalities relative to appointment, suspension and dismissal from office of the managers/directors and the difference between the general shareholders’ meeting and the meetings of the board then do not exist. The articles of incorporation must state whether it is a shareholder-managed private limited company.
This type of corporation is especially convenient whenever the sole director is also the sole shareholder, because it is not necessary then to adopt resolutions in a different capacity, since one and the same person is concerned.
Differences between the Antillean Limited Liability Company and the Antillean Private Limited Company.
Since the new legislation on legal entities was enacted and entered into force on the 1st of March 2004, the differences between the limited liability company and the private limited company have become minimal.
The requirement of a minimum capital was rescinded. Also the notions of authorized capital, subscribed and paid up capital are no longer to be found in the law.
Below you will find some of the present differences between the LLC (N.V.) and the PLC (B.V.).
The PLC (B.V.) has only registered shares, contrary to the LLC (N.V.) which might also have bearer shares. Please note, the so-called “local LLC” (“local N.V.”) which actually has its operational activities in Curaçao, also has only registered shares.
Term of notice
The minimum term of notice to convene a general shareholders’ meeting in a PLC is 5 days and for a LLC this is 12 days. This term is shorter for the PLC, since the PLC only has registered shares and thus the shareholders are known so that the convocation may be effected more rapidly.
In an LLC (N.V.) existing shareholders have a priority right at issue of new shares, unless the articles of incorporation should provide otherwise; in the PLC (B.V.) they only have such a right if the articles of incorporation explicitly provide for same.
The articles of incorporation of an LLC (N.V.) might provide that voting right may exclusively be exercised by those who were already vested with voting power on the day indicated for same, which date must be at most 10 days prior to the meeting and were known in such capacity by the corporation. In a PLC (B.V.) this is not possible.
Publication requirements for a ‘big‘ N.V.
There is a question of a ‘big’ LLC (N.V.) if it has at least 20 employees engaged in its service, if the value of its assets exceeds 5 million guilders and the net turnover amounts to a minimum of 10 million guilders.
Then much stricter publication requirements are applicable than are with a ‘normal’ LLC (N.V.)
For this reason many corporations which have a growth potential to become a big corporation or which already have the capacity of a big LLC (N.V.) have themselves rapidly converted into a PLC (B.V.), as a result of which they do not have to comply with the strict publication requirement.
After incorporation we see to it that the corporation is recorded in the Register of Commerce as soon as possible, and that it is published in the “Curaçaosche Courant”.
Shortly after incorporation we get in contact with you to come and pick up your copies, an original shareholders’ register, an original and stamped copy of the excerpt from the Chamber of Commerce and Industry and the written request for the Department of Economic Affairs (DEZ in Dutch) to obtain a business license and a director’s license. The written request has to be submitted to the Department of Economic Affairs (DEZ) by yourself, together with the required documents, since it has become apparent in practice that the licenses are then issued faster.
If necessary and so required, you may obtain the true copies of the deed on the same day.
For more information about incorporation of a company and the pertinent documentation, you may contact our office.