Corporate law (also “company” or “corporations” law) is the law of the most dominant kind of business enterprise in the modern world. Corporate law relates to how shareholders, directors, employees, creditors, and other stakeholders such as consumers, the community, and the environment interact with one another under the internal rules of the firm. Our job as your lawyer is to ensure that “the corporation” manages every aspect of its daily function on both a micro and macro level within the laws of Curacao, regardless of whether it is a local based company or an international company with offices in Curaçao. Much of what we do for large corporations who have in interest in opening a branch, subsidiary, or satellite location in Curacao includes working with companies to determine the viability and risk factors for their operations in Curacao. We interface with governmental offices from infrastructure to tax departments, to labor departments for contract negotiations, terms, zoning requirements and permits. We work with the immigration department for work and spouse and family permits. We file for intellectual property rights, logo registration. We work with notaries, actuaries, and other service professionals required for managing documentation. We supervise, analyze, and advise on landlord/tenant contracts, or land/building for purchase contracts. Basically, we are able to involve ourselves with every aspect of preparation, establishment and continuity of corporate business from the preplanning stages as well a corporation’s course of normal daily activity.
Corporate law is part of a broader companies law (or law of business associations). Other types of business associations can include partnerships, or trusts (like a pension fund) or companies limited by guarantee (like some universities or charities). Corporate law is about big business, which has a separate legal personality, with limited liability or unlimited liability for its members or shareholders, who buy and sell their stocks depending on the performance of the board of directors. It deals with the firms that are incorporated or registered under the corporate or company law of a sovereign state or their sub national states.
The four defining characteristics of the modern corporation are: a) Separate Legal Personality of the corporation (the right to sue and be sued in its own name i.e. the law treats the company as a human being), b) Limited Liability of the shareholders (so that when the company is insolvent, they only owe the money that they subscribed for in shares), c) Shares (either held in private or on a stock exchange, such as the London Stock Exchange, New York Stock Exchange or Euronext in Paris) and d) Delegated Management, in other words, control of the company placed in the hands of a board of directors.
In most developed countries excluding the English speaking world, company boards are appointed as representatives of both shareholders and employees to “codetermine” company strategy. Corporate law is often divided into corporate governance (which concerns the various power relations within a corporation) and corporate finance (which concerns the rules on how capital is used).
The word “corporation” is generally synonymous with large publicly owned companies. In the United States, a company may or may not be a separate legal entity, and is often used synonymously with “firm” or “business.” A corporation may accurately be called a company; however, a company should not necessarily be called a corporation, which has distinct characteristics.
The defining feature of a corporation is its legal independence from the people who create it. If a corporation fails, its shareholders will lose their money, and employees will lose their jobs, though disproportionately affecting its workers as opposed to its upper executives. Shareholders, however, owning a part or piece of the company, are not liable for debts that remain owing to the corporation’s creditors. This rule is called limited liability, and it is why corporations end with “Ltd.” (or some variant like “Inc.” and “plc”).
But despite this, corporations are recognized by the law to have rights and responsibilities like actual people. Corporations are accountable to exercise human rights for real individuals and the state, and wittingly or unwittingly, may be responsible for human rights violations in their business practices, which is another reason why it is essential to have appropriate local legal counsel when operating as a subsidiary in another country. Just as they are “born” into existence through its members obtaining a certificate of incorporation, they can “die” when they lose money into insolvency. Unfortunately, experienced legal counsel can become necessary if bankruptcy or liquidation becomes an issue. Corporations and/or their officers, executives, and employees can even be convicted of criminal offences, such as fraud, negligence, and manslaughter under the corporation’s umbrella. Again, the necessity of experienced, knowledgeable counsel who has the best interest of the corporation in mind becomes paramount in such cases.
Given that corporations are held to the same moral and ethical accountability as individuals, it is essential that they have experienced and trust worthy legal representation such as ZL Attorneys. At ZL Attorneys, we have the knowledge and experience to work comprehensively with our clients regarding every aspect and function of the corporation, and the corporate structure as it functions in Curacao. When something ordinary or extraordinary occurs within the company, the corporation can be assured that their attorney already knows their business intimately, and is prepared for any event.