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  1. Limitation on Liability
    1. A NV is a legal entity with its authorized capital divided into shares (which must have a par value). Shareholders are NOT liable for the obligations of the NV as a whole, but are limited in their liability to the aggregate amount of the par value of the shares for which they have subscribed and any paid in surplus which they agreed to contribute to the NV when subscribing for their shares (Article 33 CCNA).
  2. Piercing the Corporate Veil
    1. I understand the "corporate veil" to be the characteristic that establishes the NV as a separate legal entity.
    2. The N.V. is responsible and liable for actions performed in its name and on its behalf by its legal representatives. The shareholders are not liable for the debts of the N.V. other than to the extent described in I, A, 1 above. For this reason the CCNA has made certain provisions securing the amount of equity of the N.V. This principle of law that the N.V. is responsible and liable, rules not only obligations resulting from contractual stipulations, but liabilities as a result of torts as well.
    3. Liability towards third parties is, however, accepted in the case of legal representatives of the N.V. who enter into obligations for and on behalf of the N.V. whilst knowing that the N.V. will not be able to comply with those obligations. In that case the respective legal representatives may be liable themselves. Similarly, a tort for which the N.V. will be liable can also result in the personal liability of the legal representative(s) involved. Shareholders liability is not accepted in such cases.
    4. Managing directors, are also personally and fully liable for the obligations of the N.V. as long as at least 10% of the par value of the outstanding shares has not been paid and in the event the NV has not been registered with the Chamber of Commerce (Article 40 CCNA).
    5. The only possible shareholder liability is when such shareholder(s) has (have) organized the N.V. with the intention of committing a tort; such action could be regarded by a Netherlands Antilles court as a tort in itself. The burden of proof however, would be with the plaintiff. To the best of our knowledge, the Supreme Court of The Netherlands has never had to rule on such a case.
    6. Summarizing, it can be confirmed that the corporate veil of the N.V. is a secure one.
  3. Intra Enterprise Liability
    1. I understand that the existence of intra enterprise liability is to mean that no corporate veil would exist in the case of separate NV's "belonging" to one and the same concern or group of companies. In this respect I would like to revert to the statements made under I, B above; each NV is regarded by Netherlands Antilles law as a separate legal entity. Even if a NV is a subsidiary of another legal entity and as such is part of a larger group of companies, the corporate veil can not and will not be pierced.