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I. NV's Articles of Incorporation
  1. The Articles of Incorporation must always contain (Articles 36 and 37 CCNA):
    1. the name
    2. the registered address
    3. the objects
    4. the duration
    5. the authorized capital as well as the initially subscribed and paid in capital
    6. the method of transferring the shares
    7. the powers of the managing director(s).
    8. the fiscal year
    9. the shareholders voting rights
    10. the distribution of profits provisions
    11. liquidation and dissolution provisions

  2. The Articles of Incorporation of a N.V. can be structured from the very basic regular to the extremely complex.
  3. On occasion the sponsors of a N.V. have need for specific provisions, motivated by either marketing arguments or to protect themselves and their interest in the N.V. In nearly all cases in which such specific requirements have been brought forth by clients, these have been met in such a manner that is both acceptable and workable under Netherlands Antilles law.
  4. The following, will give an example of the flexibility of, and sophistication possible, under the corporate laws of the Netherlands Antilles.
    1. The purpose clause can be made as broad or restricted as desired, provided the objects concern viable economic activities and is not contrary to the public order of the Netherlands Antilles.
    2. The share capital can be expressed in any currency, whether it be U.S. dollars, Canadian dollars, Yen, ECU's, etc. Such can be essential with regard to marketing.
    3. The authorized share capital can be divided into more than one class of stock. Such classes of stock can be given very different characteristics;
      1. the classes of stock can have different par values;

      2. preference share characteristics can be given to certain classes of stock;

      3. dividend rights can be limited;

      4. each class of stock can be made to derive its right to profits (and therefore dividends) from a specifically designated economic activity i.e. umbrella funds;

      5. some types of shares can be made to be non­voting (as long as 20% of the aggregate authorized capital is issued and outstanding in the form of voting shares);

      6. a class of stock can be given priority rights with regard to certain (specifically listed) corporate resolutions, (which may then only be overridden with qualified majorities of the aggregate of the votes that may be cast).
    4. The shares can be made to be either non­redeemable, fully redeemable (provided that at least 20% of the authorized capital remains outstanding at all times, as described in the foregoing), or redeemable on certain dates only (with the same restriction as mentioned before). The various forms of redeemability can be considered for each class of stock separately.
    5. The Articles of Incorporation can also provide that redemption rights may be suspended under certain (specifically listed) circumstances e.g. when any securities exchange or organized inter-dealer market, on which a significant portion of the N.V.'s assets are regularly quoted or traded, is closed (other than a holiday) or trading thereon has been restricted or suspended.
    6. Each shareholder can be given, or denied, a preemptive right with regard to future issues of shares concerning his own class of stock or any class of stock.
    7. Individuals or legal entities with certain characteristics can be precluded from becoming shareholders (blocking provisions).
    8. Shares can be issued as bearer or as registered shares. (Blocking provisions, however, are not possible with regard to bearer shares due to the nature of such shares).
    9. The N.V. can be organized with an indefinite duration, or for a limited period.
      1. The Articles of Incorporation can also stipulate that in the event the net asset value per share falls below a certain stated value, the Board of Managing Directors must convoke, within a certain stated period, a general meeting of shareholders before which a resolution is put to consider liquidation and dissolution of the N.V. fund. It can also be provided that such resolutions may only be adopted at the general meeting of shareholders by a given qualified majority and that a certain number of shares must be present or represented.
    10. The Articles of Incorporation can provide for a Board of Supervisory Directors whose function it is to advise and supervise the Board of Managing Directors.
    11. The Articles of Incorporation can limit the authority of the Board of Managing Directors by requiring, for certain actions, consent of the general meeting of shareholders (or the Board of Supervisory Directors).
    12. Dividends can be left entirely at the disposal of the general meeting of shareholders, or the Board of Managing Directors can be authorized and empowered to reserve a certain amount (or all) of the profits (with regard thereto, there is, however, a restriction regarding the preferred dividend payable on preference shares).
    13. The Articles of Incorporation can also provide for an indemnity in favor of managing directors, supervisory directors, attorneys­in­fact, employees or agents of the N.V.
    14. The fiscal year can, but need not be, the calendar year.
    15. Different classes of shares, each with their own dividend and redemption rights. The par value of the separate classes of shares can also differ (the minimum being 1 cent per share).
    16. Net asset value calculations can be regulated in detail.
    17. Asset protection provisions are possible.
    18. A U.S. style board structure can be built into the Articles of Incorporation.

The foregoing lists only a number of examples, many variations are possible.
The Articles of Incorporation provide the regulations of the NV by which it is governed and by which it is governed and by which it has to abide; generally by-laws are not used.