Corporate Law at Sint Maarten (Netherlands)
Here’s an overview of Corporate Law in Sint Maarten, a constituent country within the Kingdom of the Netherlands:
Corporate Law in Sint Maarten
1. Legal Framework
Sint Maarten is a separate country within the Kingdom of the Netherlands (since 2010).
It has its own legal system, influenced by Dutch civil law traditions but governed by its own Civil Code and Commercial Code.
Corporate law is primarily regulated by the Civil Code of Sint Maarten (also called the Commercial Code), with specific laws on companies and business entities.
2. Types of Companies
The main types of legal entities recognized under Sint Maarten law include:
Besloten Vennootschap (BV) — Private Limited Liability Company
Most commonly used form for small and medium businesses.
Shareholders have limited liability limited to their capital contribution.
No minimum capital requirement (similar to the Netherlands).
Naamloze Vennootschap (NV) — Public Limited Company
Suitable for larger enterprises and companies that may want to issue shares publicly.
Partnerships — General partnerships, limited partnerships.
Sole Proprietorship and other informal business forms.
3. Company Formation
Registration is done at the Sint Maarten Chamber of Commerce and Industry (COCI).
Required documentation typically includes:
Articles of incorporation
Details of directors and shareholders
Registered office address
Registration allows companies to legally operate and facilitates opening bank accounts, signing contracts, and more.
The process is relatively straightforward and efficient.
4. Corporate Governance
BVs are governed by the articles of association and the Civil Code.
Managed by directors appointed by shareholders.
Shareholders’ meetings are the ultimate decision-making body.
NVs follow a more formal governance structure with a board of directors and potentially supervisory boards.
5. Capital and Shares
BVs have share capital divided into shares, but shares are not publicly traded.
NVs can issue shares publicly and have more complex capital structures.
No legal minimum share capital for BVs; NVs have minimum capital requirements.
6. Reporting and Compliance
Companies must keep proper accounting records.
Annual financial statements must be prepared and filed as required.
Tax filings and compliance are handled with the Sint Maarten tax authorities.
Larger companies and NVs face stricter reporting and disclosure obligations.
7. Foreign Investment
Sint Maarten welcomes foreign investors with no major restrictions on foreign ownership.
The jurisdiction offers an attractive business environment due to:
Its status within the Kingdom of the Netherlands
Dutch legal protections
Strategic Caribbean location
Summary:
Sint Maarten’s corporate law is modeled on Dutch law but functions independently with its own codes and regulations. The BV (private limited company) is the preferred vehicle for most businesses due to limited liability and no minimum capital requirement. The jurisdiction supports local and foreign investment with a modern, transparent legal framework.
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