New private equity fund formed in Aruba: The Aruba Growth Fund

In the beginning of 2011, Milton Berlinski, Rene Kan and Justus Martens decided to set up a one-hundred million florin local investment fund, so that they could put their extensive international experience as businessmen, investors and financial specialists to good use and invest in Aruban companies with the goal of strengthening the Aruban economy. In most countries, local companies have access to growth capital via the stock market and/or private equity funds. These financial instruments, which are so important for economic development, have until now been completely missing in Aruba, and for that reason, the creation of a local investment fund is crucial for the growth of the national economy.  In Q1 of 2012, about one year after the idea was hatched, the documentation is being signed for the creation of the Aruba Growth Fund – AGF (www.arubagrowthfund.com). Five leading local institutions, APFA, the WEB and Elmar pension funds, Meta Corporation and the Caribbean Mercantile Bank, have joined as investors in this venture, which will be managed by Berlinski, Kan and Martens, Continue reading “New private equity fund formed in Aruba: The Aruba Growth Fund”

Aruba & Iceland agreement to promote economic relations

Agreement to promote economic relations between the Kingdom of the Netherlands, in respect of Aruba, and the Government of Iceland.The date of entry into effect has not been determined yet. Verdrag ter bevordering van de economische betrekkingen tussen het Koninkrijk der Nederlanden, ten behoeve van Aruba, en de Regering van IJsland

http://wetten.overheid.nl/BWBV0003513/geldigheidsdatum_09-03-2010

Public Private Partnership’s a solution for Aruba and the Netherlands Antilles?

The public-private partnership model has emerged as the favored prototype of project execution in today’s world, especially in areas related to infrastructure development, health and education. Partnerships between the public and private sectors, in both social and economic spheres, establish a fundamental basis of further development and improvement of society. This phenomenon is currently applied in all spheres of activity in societies worldwide as the essential element and impetus Continue reading “Public Private Partnership’s a solution for Aruba and the Netherlands Antilles?”

Gomez & Bikker Advocaten

Gomez & Bikker is een dynamisch, grensoverschrijdende advocaten- en belastingadvieskantoor, met zowel een lokale als internationale adviespraktijk. Gomez & Bikker heeft een respectabele “track record” van baanbrekende zaken op een veelheid van rechtsgebieden, waaronder telecommunicatie, administratief- en ondernemingsrecht. Bij Gomez & Bikker werkt men klant- en resultaatgericht. Het doel is om op een snelle, praktische manier een oplossing te zoeken door mee te denken met de klant. De interne cultuur is informeel, dynamisch en met humor.

What’s new in the Aruba L.L.C.?

The new Arua LLC has a true hybrid character. It allows for entrepreneurs to “custom-design” their corporate entity to meet current, future and changing needs. The LLC is, depending on the customization of same, suited to serve “mom and pop shops” as well as sophisticated cross-border/multinational joint ventures. This legislation also allows for the formation of LLP’s, a partnership with limited liability, shareholder managed corporations and the option to introduce the 1-tier board concept in Aruba. 

Current N.V.s’ and A.E.C.’s are able to seamlessly covert into an LLC without the need of liquidating existing operations and starting new one(s). From a civil perspective, mergers, divisions and conversion, both in and into Aruba as well as out of Aruba are now possible under Aruba law. Some new and practical features include:
–        incorporation of an LLC by a single person;

–        incorporations documents can now be in English or Spanish and no longer limited to Dutch

–        a simplified procedure for the declaration of no objection from the ministry of Justice

–        shares can be issued with or without nominal value

–        shares can be issued with or without right to profit

–        shares can be either voting or non-voting

–        protection for minority shareholders

 
In order to comply with OECD regulations certain corporate documents including shareholders registries and financials are accessible by certain governmental authorities of Aruba.

Local business can take advantage of the conversion feature in order to plan or execute growth or exit strategies. Joint-ventures with foreign partners can now be executed with fewer complications due to the presence of the modern – Anglo-Saxon – elements.  International business currently using AEC as part of their structure can convert and benefit from this modernized regime.

Casino (gaming) licensing in Aruba

The authority to grant a casino license is based on article 1 of the State Ordinance Games of Hazard (AB 1990 GT 44). The Minister of Justice has the authority to grant a casino license. According to aforementioned article a casino license can be granted to be exploited in specifically for that purpose fitted up hotel.  According to article 1 of the State Ordinance on Licenses (AB 1990 GT 43), a hotel is defined as any facility where ten or more people – not being relatives up to the third grade and not being employed by the license holder – can be lodged against payment and with full service. A hotel license gives the holder the right to: (i) exploit a hotel; (ii) the retail sale of alcoholic and non-alcoholic beverages, ice cream or similar goods and/or spices to be consumed at the location where the license is applicable.

 

First conclusion is that a casino license will only be granted to be exploited in a hotel. Therefore, a hotel license is required by the applicant of a casino license.

 

Besides, the hotel license, the fact that the casino has to be in a facility belonging to the hotel, but has to be separated from the normal hotel business matters, the applicant will have to comply with several requirements and/or conditions and/or submit several documents and/or information i.e.:(i)Deed and articles of Incorporation and Rules and regulations N.V.; (ii)Info Directors and/or Board of Commissioners; (iii) Info Persons who have an interest in capital (beneficial owners); (iv) Info Group of Businesses; (v) Info Operations; (vi) Info Organization; (vii) Info Solvability; (vii) Floor Plan Casino; (viii) Chamber of Commerce Registration of NV; (ix) Business establishment permit; (x)Decree opening and closing hours; (xi)Certificate of Good Conduct; (xii)Certificate of Incorporation; (xiii) Casino Operating Agreement; (xiv) List of all personnel employed and certificate of good conduct of all employees; (xv)Rules of the Games.

 

According to article 2 of the State Ordinance Games of Hazard, the license is personal and non-transferable. According to the policy of the Minister of Justice the actual exploitation of the gambling games will be carried out by a natural person of good standing and reputation and must be in possession of a written permit issued by aforementioned Minister. Games to be offered in the casino are craps, bingo, keno, card games, roulette, wheel of fortune, slot machines and any possible other games approved by the Minister of Justice, under proper and expert direction.  Casino exploitation must at all times be in compliance with any and all conditions and rules and regulations set forth by the Minister of Justice, subject to penalty of closure and/or withdrawal of the permit by aforementioned Minister.

Contributed by: M.G.A. Baiz

Attention expats: getting a work permit to work in Aruba

Most people who wish to work in Aruba will need to obtain a work permit from the DIMAS (Department of Integration Management and Admission of Foreigners). The only exceptions apply to people of Dutch nationality, whom by law are considered nationals of Aruba by birthright or because of their ties with Aruba.  In some cases non-nationals can get an automatic right to work in Aruba and will only need to apply at the DIMAS for a statement which proves his/her right. These are for example people working for the government of the Dutch Kingdom, consulate personnel and military personnel stationed in Aruba. The Admission and Deportation Act (Landsverordening Toelating en Uitzetting or LTU) and the policy of the DIMAS require employers to recruit employees in Aruba first. This policy is one of the tools used by the government of Aruba to protect the local labor market and to regulate the intake of foreign labor in Aruba. For a work permit to be given, the employer generally has to show that no qualified locals are available to fill the position after advertising for a couple of weeks through a procedure conducted by the Labor Department. The Labor Department, in most cases, has to give written approval before a petition for a work permit can be filed with DIMAS. The decision on the first application must be awaited outside of Aruba.  Dutch nationals (not being nationals of Aruba) and U.S. nationals (https://lincolngomez.wordpress.com/2008/07/08/dutch-american-friendship-treaty-recognized-by-the-aruba-courts/) are exempt from this restriction. A work permit is usually valid for up to one year and can be renewed for a maximum period of three years and in exceptional cases for a period of four years. U.S. nationals are exempted from the 3 year limitation. After the maximum period of time the person will have to leave Aruba and will only be allowed back to work after a period of three years living outside of Aruba. “Highly skilled immigrants” are also exempt from the restriction of three years as a result of a recent policy change of the DIMAS. The government intends to incorporate this policy in the LTU in the future. After submitting the application form, the DIMAS has to take a decision within twelve weeks. If no decision is given within the allotted time or the permit is denied, an applicant can file an appeal within eight or six weeks respectively.

Contributed by: C.B.A. Coffie, attornet-at-law 

Want to work or reside in Aruba?

In order to start file an application for a residency and/or work permit you will need to have at least the following documents in the form stipulated below. For further information contact: www.gobiklaw.com or www.dimasaruba.com

Eight – 8 – recent and identical passport pictures;
Color copy of all the pages of your passport and the passport must be valid for at least 3 months on the day of the application;
Copy of birth certificate be legalized by the Dutch consulate in the county of origin and can not be older than 6 months;
Original “police clearance letter” or the letter from the judicial authorities in the country of origin certifying that the applicants has no police records, arrest, indictments etc. This needs to be legalized by the Dutch consulate in the county of origin and can not be older than 6 months;
Curriculum vitae including copies of all diploma’s degrees and certifications;

Dutch American Friendship Treaty recognized by the Aruba Courts

In a recent decision Extreme Sports/Kunder vs Ministry of Immigration the administrative court of Aruba (“LAR”) has declared local immigration statute non-binding vis-à-vis U.S. nationals. According to the Court, section 7 sub 3 of the National Ordinance on Immigration (“LTU”) conflicts with a higher regulation i.e. Dutch American Friendship Treaty. Section 7 sub 3 of the LTU imposes a limitation on foreigners for eligibility of work and residency permit for a maximum period of 4 years. This limitation is not applicable to European Dutch nationals. Based on the Dutch American Friendship Treaty U.S. nationals are entitled to receive the same privileges/treatment as European Dutch nationals. The Kunder case is the first judgment obtained from the Aruba Court in regular administrative proceedings. Gomez & Bikker www.gobiklaw.com has obtained a number of injunctive decisions by the Aruba Court indicating that U.S. national s were entitled to the same immigration privileges granted to European Dutch nationals Lambert International vs Ministry of Immigration, Goedecke-Aruba N.V.; Ministry of Immigration and CBI Aruba N.V. vs Ministry of Immigration. In the past years there has been uncertainty by the local authorities regarding the direct applicability of the Dutch American Friendship Treaty for U.S. nationals in Aruba. With the latest decision it seems that the uncertainty has been cleared. It is anticipated that this decision will enhance the trade relations between Aruba the U.S.A. Dealing with the intricacies of Aruba immigration law and administrative proceedings is not easy. Whether you are coming to the Aruba to establish your own business or work as an expat, it is important to understand the regulations as they apply to your specific case.  Our attorneys are here to help you obtain the maximum benefit under the immigration laws in Aruba. By: Lincoln. D. Gomez www.gobiklaw.com

Representatives, agencies distributors and franchisers in Aruba

Foreign persons and entities are free to conclude representation, agency, distribution and franchising agreements with local persons or entities. These are common methods for oversees organizations to promote and offer their goods and services in Aruba as part of the Dutch Kingdom.

In general, there is no specific legislation dealing with these areas, and they are regulated by civil law. Some agreements like the commercial agency agreement are codified in the civil code. No formalities are required for the conclusion of such agreements. They may even be oral but it is obviously preferable that they be reduced to writing. Gomez & Bikker  can provide you all necessary assistance. Most contract tend to be subject to Aruba law, but there is no bar to any foreign law serving as the governing law as long as there is some nexus between that law and the contract. The parties are free to agree on what court will have jurisdiction, or alternatively, agree that any disputes will be referred to arbitration. In short, the parties have free scope to regulate their relationship as they deem fit.  As part of the Dutch Kingdom Aruba is also a party to a number of international trade treaties, which in some instances may determine the applicable law and/or mode of dispute resolution. Commission rates are not regulated and may be freely agreed upon between the parties.

With distribution and franchise agreements, if any royalties or license fee is payable to a foreign person or entity, the exchange control regulations as regulated by the central bank will apply.
If you have any questions on agency, distribution or franchise related matters contact the author.