WILLEMSTAD – The Court of First Instance of Curaçao has overturned five decisions by the Curaçao Chamber of Commerce (KvK) to dissolve companies, foundations, and an association over unpaid annual trade register fees. In five separate rulings delivered on Wednesday, October 21, the court concluded that dissolving active organizations over relatively small payment arrears was a disproportionate measure with potentially serious legal and financial consequences.
The rulings represent a significant setback for the Chamber of Commerce, which had argued that the law required it to dissolve legal entities that failed to pay their annual registration fees for more than one year.
All five organizations had been dissolved through decisions issued by the Chamber on May 18, 2026.
The affected entities included the Curaçao Bankers Association (CBA), Stichting Save Our Youth Curaçao, Curaçao Secure Storage B.V., the private foundation SPF Jasab, and Trias Trust Escrow Foundation.
In each case, the court annulled the dissolution decision.
The Chamber had based its actions on Article 2:25 of the Civil Code, which provides a simplified procedure for dissolving legal entities under certain circumstances.
However, the court found that the Chamber's interpretation of the law failed to account adequately for the consequences of dissolving organizations that were still conducting legitimate activities.
According to the judgments, the dissolution procedure was introduced in 2016 primarily to remove inactive, abandoned, or effectively defunct legal entities from the commercial register.
The legislation was also connected to international requirements concerning corporate transparency and efforts to combat money laundering and terrorist financing.
The court explained that the simplified procedure was intended particularly for organizations that no longer operated, had no accessible management, or had effectively been abandoned.
It was not designed to create unnecessarily severe consequences for active organizations simply because they had fallen behind on their registration payments.
The Chamber of Commerce maintained during the proceedings that the legal provision left it no discretion to consider individual circumstances once the statutory conditions for dissolution had been met.
The judges rejected the consequences of that rigid interpretation in the five cases before them.
They concluded that even when a legal provision appears mandatory, its application may have to be set aside in exceptional circumstances if the consequences conflict with fundamental principles of law.
In these cases, the court found that the dissolution decisions violated the principle of proportionality.
One of the organizations affected was Curaçao Secure Storage B.V., which had accumulated XCG 500 in unpaid registration fees.
The company argued that its dissolution prevented it from properly managing its long-term leasehold rights and defending its interests in ongoing legal proceedings.
SPF Jasab, which also owed XCG 500, faced difficulties because it owned several building plots and was involved in a proposed transfer of rights and assets. The dissolution threatened that transaction.
Trias Trust Escrow Foundation, an organization involved in administering shares and other securities, had accumulated XCG 750 in unpaid fees.
The court also overturned the dissolution of Stichting Save Our Youth Curaçao, an organization that has supported children and young adults between the ages of six and 24 since 2009.
The foundation argued that the Chamber's decision had serious consequences for its activities and for the young people who depended on its services.
The fifth case involved the Curaçao Bankers Association, which represents commercial banks operating on the island.
The association had been dissolved over unpaid contributions for 2023 and 2024, despite having continued its activities.
The court's decisions do not eliminate the legal obligation to pay annual trade register contributions.
Instead, they establish that payment arrears cannot automatically justify dissolution when the consequences for an active organization are excessively severe under the circumstances.
The Chamber of Commerce must now correct the trade register to reflect the annulment of the five decisions.
It must also publish the reversals through its website, the official government gazette, and one or more newspapers.
The judgments could have implications beyond the five organizations involved.
Earlier this year, the Chamber published a list of legal entities facing possible dissolution, followed by final decisions in May.
The total number of organizations affected by that process, and how many were still operational, remains unclear.
Although the five rulings do not automatically invalidate other dissolution decisions, they could provide important legal guidance for organizations facing similar circumstances.
The judgments establish that the Chamber's responsibility to maintain an accurate commercial register must be balanced against the potentially serious consequences of dissolving active legal entities.