ARUBAN LAW REGARDING CORPORATE AUTHORITY

February 09, 2010 5:01 AM

The Aruba Trade Register should be checked

The laws of Aruba provide that, subject to restrictions laid down by any statutory provision or a corporation’s articles of association, the board of directors of a company shall be competent to represent the company, i.e. a limited liability company (NV, AVV or VBA).

In the event of the company having several managing directors, any managing director shall be competent, insofar as not otherwise provided by the articles of association (or sometimes bylaws). The articles of association may also grant other officers, to be designated by or pursuant to the articles, representative authority, whether or not together with the managing directors.

Transactions with third parties that violate either the law or any limitations on the transactional powers of the board of directors of a company are not enforceable against the company if the limitations are properly disclosed at the trade register. Therefore, if one wants certainty as to whether a director of an NV, AVV or VBA acts within his authority, one should also inspect the trade register (and all documents filed by a company with the trade register) in order to determine whether any limitations apply to the management’s authority. All documents filed by a company with the trade register of the Aruba Chamber of Commerce are available for public inspection, including but not limited to, the articles of association.

Karel Frielink
Attorney (Lawyer) / Partner

6 February 2010