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SURINAME | The limited liability company

The limited liability company (N.V.), codified in the Surinamese Commercial Code, is a legal entity with a nominal capital divided into shares, in which each of the shareholders take a participating interest in the shares 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: 
  1. a notarial deed of incorporation in the Dutch language before a civil law notary;
  2. approval of the notarial deed by the President of Suriname by way of issuing a certificate of no objection; 
  3. publication of the Presidential certificate of no objection in the Advertising Paper  of the Republic of Suriname;
  4. listing a certified copy of the approved deed of incorporation with the Trade Register administered by the Surinamese Chamber of Commerce; and
  5. 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.