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- Effective December 6,
1986 the Netherlands Antilles enacted the
Ordinance On Transfer of Seat to Third Countries
making it possible to transfer the seat of an
N.V. from the Netherlands Antilles to another
country and adopt the status of a legal entity
incorporated under the laws of such country. The
Articles of Incorporation of the N.V. must
explicitly allow for the transfer of seat.
- The transfer of the
seat to, and obtaining the status of a legal
entity under the laws of, another country, is
effectuated by resolution of the body of the
N.V., designated thereto by the Articles of
Incorporation.
- The resolution takes
effect as soon as the following requirements have
been met:
- the N.V. has
complied with the provisions of the laws
of the country to obtain the status of a
legal entity, under the laws of that
country.
- the
resolution to transfer the seat, has been
submitted for filing with the Registrar
of the Commercial Register in the place
of domicile.
- In the event of a
transfer of seat of a N.V. to a territory outside
the Netherlands Antilles, no special taxes or
retributions are levied in connection therewith.
- Furthermore, after
all transfer requirements have been met, the
departed N.V. will no longer be subject to the
Profit Tax Laws of the Netherlands Antilles.
- The Ordinance also
allows the transfer of seat of a legal entity
from third countries to the Netherlands Antilles,
provided it meets the requirements to which
N.V.'s are subject. A fund incorporated and
operating in a jurisdiction that allows such a
transfer of seat to third countries, can
therefore move to the Netherlands Antilles and
adopt the status of a N.V. without interrupting
its corporate existence.
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