Ingezonden | The snake in the grass by the CoC

Ingezonden brief

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Vandaag laten we Elco Rosario aan het woord.

One of the most prominent institutions on the 6 islands of the previous Netherlands Antilles is the Chamber of Commerce & Industry which they have inherited in 1945 from our European mother country the Netherlands.

Nowadays the three bigger islands have a Chamber of their own while the smaller three have one for them together. Said Chambers, through their Trade Registers, aide in providing a secure environment for business undertakings on our sister islands.

Indeed, by constantly upgrading their organizations to provide the best possible service the Chambers’ Trade Registers are nowadays also used to register other legal entities like associations and foundations.

Regretfully, however, our now respective Chambers have also inherited from the Dutch a phenomenon in the functioning of their legal organizational structure, which, like a snake in the grass, suddenly can arise its neck and with a single bite cause tremendous damage.

Said phenomenon is the relative ‘passivity’ of the Chamber regarding controlling the correctness of the information, particularly at its issuance of so called ‘extracts’ with regards to the state of affairs of legal entities, for example regarding the persons who are legally authorized to represent an entity which is registered at the Chamber.

Said extract has become indispensable for verifying the proper performance of legal acts on behalf of legal entities: the government requires them when a company applies for an employment permit for an employee, the bank asks for one when granting a loan to a foundation, the notary wants to see it when preparing a deed of sale and purchase to which a legal entity is a party and the court wants to verify it to ascertain that the person representing for example a company at the court indeed is authorized to do that.

Everybody accepts that an extract issued by the Chamber is correct, which is very understandable because of the good name of our Chambers and also because everybody expects that the Chamber has done the proper research into all the documents in its files before it issues such an extract, which latter, however (even) by law (being the Regulations governing the functioning of our Chambers), because of the mentioned concerning passivity of the Chamber, is not necessarily the case.

The extreme confusion such can cause is illustrated by a case which, (although it has not yet gone to Court) has been affecting great interests of many residents on Sint Maarten. Representatives of two associations claiming to represent certain residents of Government Housing Projects, have been addressing the Government, the Foundation representing the Government in this matter, the Chamber and the media with regards to vital decisions which have been pending to be taken on behalf of the concerned residents.

The first and older association has been dormant for the last 4,5 years and consequently has not held any membership meeting in which board members, according to its Articles of Association had to be (re-)elected while its alleged representatives have been showing extracts recently issued by the Chamber and displaying them as board members.

The second, newly established association has contacted mentioned authorities pointing out the illegality of the former individuals as board members and claiming that it is the real representatives of said owners. To be continued.

Elco Rosario (lawyer and former notary at law),
Sint Maarten

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