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[null,"Prepared By:","Contributors:"]
[null,"VANEPS"]
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["Social Enterprise Law Surveys"]
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["Report Generated: 5/2/2025"]
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["View your report results on next tab"]

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["Question","BES Islands"]
["I. Enterprise Form"]
["What jurisdiction(s) do you practice in?","BES islands: Bonaire, St. Eustatius and Saba\n"]
["What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade or business (rather than for investment or holding company purposes)? Please briefly describe these forms. a. Of these, which are the most common for-profit organizational forms used by Enterprises seeking financing from investors and that will have multiple owners? b. Other than organizational forms specifically designed for Social Enterprises (and discussed below under Question 4), which, if any, are the most common for-profit organizational forms used by Social Enterprises?"," The most common for-profit corporate organizational forms used on the BES-islands are: \n\n \n\t limited liability company (naamloze vennootschap or NV), \n\t private limited liability company (besloten vennootschap or BV) \n\t sole proprietorship \n\t general partnership \n\t foundation \n\t association \n\t private foundation (SPF) \n \n\n NV and BV \n\n The NV and BV are intended as a legal form for running a profit-oriented company. Both are legal entities with capital divided into shares, which are therefore also called ‘capital companies’. The NV and BV have many similarities. The differences are not very obvious but are merely related to social needs. The NV is more suitable for large companies with a strong divided shareholding structure. The organizational structure of the NV is public and therefore also suitable for public-sector companies. The BV is aimed at smaller companies with a closed circle of shareholders. \n\n \n\t For the NV and the BV the following general provisions, among others, apply: \n\t each director shall be responsible towards the legal person for the proper performance of his duties. All duties not allotted to one or more specific directors by or pursuant to the law or the articles shall form part of each director’s duties; \n\t each director shall be responsible for the general course of affairs. He shall be wholly liable for improper management, unless no serious reproach can be made against him, having regard to the duties attributed to specific other directors, and he was not negligent in acting to prevent the consequences of improper management; \n\t in case of bankruptcy, each director shall be jointly and severally liable to shortage of the estate, being the amount of the debts to the extent that they cannot be settled by the liquidation of the other revenues, if and when the management has manifestly performed its duties improperly and if it is plausible that this is an important cause of the bankruptcy; \n\t the board shall administer the financial condition and everything relating to the activities of the legal entity, as such activities may require and keep the books, records and other databases pertaining thereto in such manner that its rights and obligations can be ascertained at any time; and \n\t annually, within eight months after the end of the financial year, the board prepares the annual accounts, consisting of a balance sheet and a statement of income and expenditure. \n \n\n Sole proprietorship \n\n Another commonly used entity is the sole proprietorship (eenmanszaak). The sole proprietorship is mostly used for smaller businesses. In the case of a sole proprietorship, there is no distinction between the personal and business assets. As a result, all assets and liabilities pertaining to the proprietorship constitute the income and expenses of the owner. Creditors of a sole proprietorship have recourse directly on the personal property of the owner, whereas private creditors can also recover their claims from the assets of the business. \n\n General partnership \n\n A general partnership in which the individual partners are jointly and severally liable for the debts resulting from the enterprise of the partnership is referred to as the Vennootschap onder Firma (VOF). \n\n Foundation \n\n A foundation (stichting) is a legal entity in its own right, with its own assets and liabilities. The legal concept of the foundation developed from capital being set aside for a special non-profit or charitable purpose and was originally used by religious and welfare groups. The foundation is still frequently used for religious and non-profit organizations. The purpose of the foundation – save in case of a private foundation –  may not include distributions to incorporators or to those who constitute its bodies or to others,  unless distributions to these others have a charitable or social nature. \n\n The foregoing does not mean that the use of a common foundation is restricted to charitable purposes. It can be and is extensively used in structures in which the foundation is the legal owner of assets of which others hold the economic ownership. \n\n The principal difference between a foundation and a corporation is that a foundation has neither members, nor shareholders, nor a capital divided into shares. The board of a foundation, which manages its affairs, is therefore not subject to the overall control of shareholders or members. The initial managing board is appointed at the moment of incorporation. \n\n Association \n\n The association (vereniging) is a legal person with members that is aimed at a specific purpose, other than a cooperative objective. The association can make a profit, but cannot distribute profit to its members. The profit has to be used for the purpose of the association. \n\n SPF \n\n For purposes of international tax and estate planning, the private foundation has been introduced as a flexible variant of the long-existing “common” foundation which variant is comparable to a trust. The Dutch name is Stichting Particulier Fonds, abbreviated SPF. \n\n As mentioned, the private foundation is a foundation, but a specific and flexible form thereof. The private foundation is, like other foundations, a separate legal entity, with assets and liabilities in its own name. Furthermore, a private foundation has no shareholders, members or the like. \n\n Therefore, the purpose of a private foundation may include the making of distributions to incorporators and/or others, such as children or grandchildren of the founder, without serving a charitable or social purpose. Beneficiaries of such distributions can – but are not required to – be appointed/designated in the articles of association and if such is done, either in very general or very specific terms. \n\n Another major difference between common and private foundations is that the private foundation’s purpose may not be to conduct a business or enterprise for profit. Managing its assets (investments, equities etc.), to act as a holding corporation, or to participate as a partner in a limited partnership will, however, not be regarded as “conducting a business”. Under the provisions of Book 2 of the Civil Code BES, the private foundation may and should invest its assets and may do so actively. There are no limits on the type of investments. \n\n a) Both the NV and the BV are commonly used by Enterprises seeking financing from investors and that will have multiple owners. \n\n b) There is no clear preference for one or the other in practice because the eventual legal form is fully dependent on the type and nature of the relevant Social Enterprise. It is safe to say, that generally the NV, BV and Foundation are taken into account when designing the Social Enterprise. \n\n   \n"]
["Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required to or allowed to consider (e.g., interests of employees, customers, the environment, etc.)?","Generally, the stakeholder model is applied, which basically means that the board may not only act in the shareholders’ or owners’ interest, but has to consider the interest of the business and all the stakeholders, e.g. shareholders, employees, creditors, other bodies.\nIt is prohibited for a legal entity to perform activities that are contrary to public order. In any case, contrary to public order are acts that violate the generally accepted foundations of our legal system. These are, for example: unjustified violation of other people's freedom or of human dignity, violence against those with whom they disagree, prohibited discrimination, systematic non-payment of premiums and fraud. They undermine perceived fundamental principles of the justice system which, if applied more widely, would disrupt society.\n"]
["Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so: a. What type(s) of organizational forms are they? b. How do they materially differ from the most closely analogous traditional organizational form? c. What are the main benefits for founders and funders of such organizational forms? d. Are there any restrictions on the use of these organizational forms (such as profit-caps, stakeholder involvement and impact reporting)? If there are, what are they? e. Are there any material differences in timing or costs for forming a Social Enterprise versus a traditional Enterprise? f. How prevalent and well known are Social Enterprise forms?","No, however the association and cooperation are commonly used for social enterprises. Please note that the association and cooperation have no shareholders, but members and it is not possible to distribute profit to its members.\n"]
["Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporate, tax or other perspective? b. Are there any material benefits of, and/or restrictions on, using a Nonprofit form for Social Enterprises that does not apply to Nonprofits that are not Social Enterprises? c. Is there any type of “hybrid” Nonprofit form that requires less reporting and/or allows for faster formation? If so, please describe the drawbacks of utilizing this form (i.e. fewer tax benefits). d. How prevalent is the use of Nonprofits for Social Enterprises?","That depends on the legal form that will be chosen for the Social Enterprise. A common legal form to structure such a Social enterprise is the foundation.\nNV/BVBoth are intended to distribute profit to their shareholders, but there are constructions using other legal forms to make them nonprofit.\nSole proprietorshipThere is no distinction between the personal and business assets and there are no shareholders. There are constructions using other legal forms to make it nonprofit.\nGeneral partnershipThere are no shareholders, but partners. Profit is to be distributed to the partners, but there are constructions using other legal forms to make it nonprofit.\nFoundationCan be formed as a nonprofit, but cannot distribute profit to its board.\nAssociationThe association is nonprofit, but cannot be formed to distribute profit to its members. There are constructions using other legal forms to make it nonprofit.\na. No.\nb. No.\nc. No.\nd. The BES-islands know many charitable and social enterprises among which are Nonprofits. There has yet research to be done to which percentages of the Social Enterprises are Nonprofits.\n"]
["Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms."," Yes. Our jurisdiction allows for a cooperation also known as a cooperative association. \n\n The cooperation, unlike the foundation, has members. A cooperation is a specific form of an association, established by a notarial deed and is obligated to have Articles of Association. In the articles of association the cooperation must aim to provide for certain material needs to its members by virtue of agreements, other than insurances, concluded with the members in the business which it carries on or has carried on for that purpose on their behalf. \n\n Material benefits \n\n From a civil law point of view, there are no material benefits over other legal firms. \n\n Restrictions \n\n \n\t The cooperation does not make a profit for capital providers, but keeps costs as low as possible for those who work together in a cooperation. \n\t The Article of Association of a cooperation may permit it to enter into agreements such as those it concludes with its members with others unless it would lead to the cooperation’s main task, providing for certain material needs to its members, to become subordinate. \n\t The name of a cooperative must subject to a periodic penalty payment contain the word cooperative or a derivation thereof. \n\t Also, the NV and BV can be incorporated in such a way that it is worker-owned. \n \n"]
["Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to."," There are not any unique reporting requirements for Social Enterprises. For all legal entities the following general provisions apply: \n\n \n\t the board shall administer the financial condition and everything relating to the activities of the legal entity, as such activities may require and keep the books, records and other databases pertaining thereto in such manner that its rights and obligations can be ascertained at any time[1]; and \n\t annually, within eight months after the end of the financial year, the board prepares the annual accounts, consisting of a balance sheet and a statement of income and expenditure \n \n\n   \n\n [1] Art. 2:15 par. 1 CC \n"]
["In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples.","As our jurisdiction does not make a formal distinction for Social Enterprises there is little meaningful case law and jurisprudence in this area.\n"]
["Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe.","No, we do not have ESG requirements for Enterprises generally, like those are in place in Europe. But environmental, social or governance laws and regulations could be applicable to Enterprises.\n"]
["Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe.","No.\n"]
["Does your jurisdiction have any ESG requirements for investors? If it does, please describe.","No.\n"]
["II. Funding"]
["Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements. b. If they are not, are they permitted to consider such factors? c. What other relevant factors do investors tend to consider (aside from profit motive).","No.\na. N/A\nb. We acknowledge and appreciate the trend of investors that attribute more weight to ESG considerations and issues in making their final determination in their proposed investment.\nc. Social contribution.   \n"]
["What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)?","Social enterprises receive grants, charitable investments, and traditional investments. However, nonprofit social enterprises generally receive charitable donations. \n"]
["How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)?","We are not aware of any notable for-profit impact investments in our jurisdiction.\n"]
["What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government funding? b. Is any government funding limited to Enterprises incorporated using Social Enterprise forms?","We are not aware of any special government funding specifically available to support Social Enterprises.\n"]
["Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)?","There are no Social Enterprises listed on our jurisdiction’s securities exchange.\n"]
["To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction.","BES Law does not provide for disclosure requirements in relation to ESG factors.\n"]
["How prevalent, if at all, are impact bonds in your jurisdiction?","Not applicable.\n"]
["In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)?","No.\n"]
["Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under applicable statutes?","Crowdfunding is legal in our jurisdiction. There are currently no special rules under applicable securities laws pertaining to crowdfunding.\n"]
["III. Tax"]
["Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full. b. Are they dependent on the Social Enterprise utilized using a specific organizational form (e.g., for profit vs. Nonprofit form)? c. Please describe any other key requirements of the available tax exemptions (e.g., restrictions on sources or uses of funds, restrictions on commercial activities, etc.)."]
["Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations?"]
["Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.)"]
["Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions?"]
["IV. Governmental Infrastructure"]
["Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe.","As our jurisdiction does not make a formal distinction for Social Enterprises there are little to no Regulatory Sandboxes or similar policy frameworks for Social Enterprises.\n"]
["What government operational support, resources, training or services, are available for small businesses or Social Enterprises?","There are none.\n"]
["Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are.","There are none.\n"]
["Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness.","No.\n"]
["Is there a different bankruptcy system available for Social Enterprises?","No.\n"]
["VI. Miscellaneous"]
["What are the average time and filing fees to form an Enterprise in your jurisdiction?","1-2 months.\n"]
["What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well as the standards there are to maintain them.","N/A.\n"]
["Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction.","There are no strong limitations with respect to the incorporation of an enterprise. For the question of whether startups or entrepreneurial Enterprises easily flourish strongly depends on the particular business case. However, we do note that, in general, start-ups and other entrepreneurial Enterprises will not easily get financing.   \n"]
["Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction.","There are no strong limitations with respect to the incorporation of a Social Enterprise. For the question of whether startups or entrepreneurial Enterprises easily flourish strongly depends on the particular business case.\n"]
["Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Social Enterprises subject to legislation prohibiting inclusion of Social Enterprises in government contract procurement)?","Not that we are aware of.\n"]
["In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects.","Not that we are aware of.\n"]
["What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction?","In our opinion, corporate law properly facilitates Social Enterprises.\n"]
["What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)?","In our opinion, from a corporate law perspective, no particular changes have to be made to the legislation in relation to the social and environmental responsibility of Enterprises. \n"]
["Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not?","N/A.\n"]