The limited liability company
The limited liability company (N.V.), codified in the Surinamese Commercial Code (Wetboek van Koophandel), is a legal entity with a nominal capital divided into shares, in which each of the shareholders take a participating interest in the legal entity and which entity has the purpose to engage in economic activities.
In principle, creditors can only make claims on the assets of the company and not on the assets of the shareholders or director(s). The liability of shareholders is limited to the amount invested. During the phase of incorporation, individuals performing legal acts on behalf of the limited liability company in incorporation are personally and jointly liable.
In order to complete incorporation the following documents are required:
- a notarial deed of incorporation in the Dutch language executed before a civil law notary or a standard model deed of incorporation established by the Minister of Trade and Industry of Suriname (modelakte A);
- approval of the notarial deed by the President of Suriname by way of issuing a certificate of no objection;
- publication of the Presidential certificate of no objection in the Advertising Paper of the Republic of Suriname (Advertentieblad van de Republiek Suriname);
- listing a certified copy of the approved deed of incorporation with the Trade Register administered by the Surinamese Chamber of Commerce; and
- at least a minimum of one fifth of the nominal capital is to be issued and 10 percent of such issued capital is to be paid-up.
The limited liability company (N.V.) obtains legal personality after the notarial deed has been executed before a civil law notary or after the standard model deed of incorporation (modelakte A) and the legalization of the signature of the incorporator by the Chamber of Commerce and Industry of Suriname has been completed.
The limited liability company (N.V.) must be registered in the Trade Register of the Chamber of Commerce of Suriname in accordance with the Trade Register Act after incorporation. As long as the limited liability company (N.V.) has not been registered in the Trade Register, in addition to the company itself, the directors and also the supervisory directors, if any, may jointly and severally be held liable for the legal acts performed during their administration.
Unlike the Netherlands and the Dutch Caribbean, the Suriname legal system does not know the concept of the private company (besloten vennootschap). Currently there is a new draft Suriname Civil Code in the making, in which however the private company (besloten vennootschap) has still not been introduced. It is therefore unclear whether the private company (besloten vennootschap) will be introduced in Suriname anytime soon.