Seminar 'Entrepreneurship in Aruba: What's new?

ORANJESTAD - As part of the policy vision of the Ministry of Economic Affairs, Communications, and Sustainable Development to stimulate entrepreneurship and the knowledge of the commercial sector or 'potential entrepreneurs', Minister Greoffrey Wever has invited the well-known professor Mr. Wino van Veen to give several courses regarding the changes in the field of business law.

Prof. Van Veen has extensive knowledge of the law of legal persons in the Netherlands and drafted the National Ordinance on Limited Liability Companies. He was, therefore, co-responsible for the creation of Book 2.

Seminar 'Entrepreneurship in Aruba: What's new?Before January 1, 2021, Aruban corporate law was fragmented into several laws, such as the Commercial Code (‘\Wetboek van Koophandel), the National Ordinance on Foundations (Landsverordening op de stichtingen), and the National Ordinance on Limited Liability Companies (Landsverordening vennootschap met beperkte aansprakelijkheid). Except for the latter law, our legal person law was also very outdated compared to the other countries within the Kingdom. After a lengthy legislative process, as of January 1, 2021, a completely new law on legal persons has been introduced, which has been integrally incorporated into Book 2 of the Civil Code of Aruba. It now regulates all the different legal entities under private law. These include the foundation (stichting), the association (vereniging), the public limited company (naamloze vennootschap), the limited liability company (vennootschap met beperkte aansprakelijkheid) , the cooperative (cooperatie), and the mutual insurance company (onderlinge waarborgmaatschappij).

The seminar on Wednesday, June 15, was aimed at the Aruban business community. During the course, they discussed the essential changes for the various legal forms. Prof. Van Veen focused on the changes for the partnership ((maatschap), the general partnership (vennootschap onder firma – VOF), and the limited partnership (commanditaire vennootschap -CV), which are now considered partnerships (personenvennootschappen) to which several new rules apply.

Seminar 'Entrepreneurship in Aruba: What's new?Prof. Van Veen then emphasized that Aruba exempt companies (Aruba vrijgestelde vennootschappen - AVVs) can no longer be incorporated as of January 1, 2021, and must convert to another legal form by January 31, 2023, at the latest. In default hereof, the Chamber of Commerce by law can dissolve the legal entity. Bearer shares have no longer been permitted for several years and are registered as of January 1, 2021, by operation of law. Rights attached to a bearer share can no longer be exercised. Bearer shares can be surrendered to the company up to and including  December 31, 2022, By failing to do so, the shares by law will be acquired by the company. The holder will then be entitled to a replacement registered share until December 31, 2025, at the latest.  

Finally, Prof. Van Veen discussed the possibilities and conditions for converting a company into another legal form (for example, a partnership into a limited liability company), merging two or more companies, or splitting a company into two or more.

There was a high level of interest in participating in the seminar. Originally 50 places were available. Due to the great interest, they extended it to100 seats. The participants responded positively to the course. They got information about the new rules that directors and shareholders, in particular, must comply with. These courses are part of the policy vision of Minister Wever to transfer knowledge relevant to various (professional) groups and thus stimulate entrepreneurship. 

On Thursday, June 16, Prof. Van Veen addressed the legal profession, accountants, tax specialists, and other interested parties about the new regulations on directors' liability and the right of inquiry. 

Minister Geoffrey Wever: "Our entrepreneurs must be well prepared and well informed to contribute to a modern, dynamic and resilient economy".

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