Corporate Law at Bonaire (Netherlands)
Legal Framework
Bonaire is a special municipality (public body) of the Netherlands in the Caribbean.
As part of the Netherlands, Dutch law generally applies, including corporate law.
Corporate law in Bonaire is governed by the Dutch Civil Code (Burgerlijk Wetboek), Book 2, which covers company law.
Certain local ordinances may apply, but the Dutch legal framework is the primary source.
🏢 Types of Companies
Bonaire follows the standard Dutch company structures:
Besloten Vennootschap (BV) — Private Limited Liability Company
Most common form for businesses.
Shareholders have limited liability.
Shares are not freely transferable without shareholder approval.
Naamloze Vennootschap (NV) — Public Limited Company
Suitable for larger companies and publicly traded entities.
Shareholders have limited liability.
Shares can be traded publicly.
Other structures include partnerships and sole proprietorships.
⚖️ Company Formation & Governance
Companies are registered with the Netherlands Chamber of Commerce (Kamer van Koophandel), which also covers Bonaire.
Minimum capital requirements:
BV: No minimum capital requirement (since 2012 reforms).
NV: Minimum capital requirement applies (€45,000).
Governance structures include:
Shareholders’ meeting (General Meeting of Shareholders).
Board of directors or management board.
Dutch corporate governance principles apply, including directors’ fiduciary duties and shareholder protections.
📑 Reporting and Compliance
Annual financial statements must be prepared in accordance with Dutch accounting standards and filed with the Chamber of Commerce.
Smaller companies may qualify for simplified reporting.
Corporate transparency and disclosure requirements apply in line with Dutch regulations.
🧭 Practical Implications
Bonaire benefits from the Dutch legal system’s stability and clarity, making it attractive for business and investment.
Local businesses and foreign investors alike use the Dutch BV as the main vehicle for commercial activity.
Companies must comply with Dutch corporate governance and tax regulations applicable to Bonaire.
📚 Summary
Corporate law in Bonaire is governed by Dutch company law, providing well-established structures like the BV and NV. Registration, governance, and reporting follow Dutch legal standards, offering a transparent and stable framework for businesses.
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