Curacao is an autonomous country of the Kingdom of The Netherlands with an efficient and reliable Dutch-influenced legal system.
The principal corporate legislation (Book 2 Curaçao Civil Code) governs the N.V. (“Naamloze Vennootschap” – limited liability company) and B.V. (“Besloten Vennootschap” – private limited liability company). These companies can be used for group finance or holding activities, trading, shipping international joint-ventures, funds or structured finance, as a Curaçao Trust.
The N.V. company is similar to the German or Swiss “A.G.”, U.S. Corporation or the Latin American “S.A.”. The liability of N.V. shareholders is limited up to a maximum of their respective obligatory capital contribution in the N.V. The capital of an N.V. is divided into shares.
The N.V. is a simple, highly flexible corporate entity that can be used in international business as holding, trading, shipping, real estate, royalty or e-commerce company. A N.V. company can also profit from the extensive network of tax treaties of the Netherlands or Spain by combining with Netherlands Cooperative (“Coop”) or Spanish ETVE.
The N.V. is a legal entity with one or more registered (transferable) shares or bearer shares. The B.V. , generally spoken, is intended for smaller companies with only a few shareholders and all the shares are registered shares.
Through a corporate continuance an N.V. can apply and obtain a license for different taxable status (e.g. E-zone company for low tax rate of 2%, Curacao Holding company, or transparent limited liability company where all income and assets will be allocated to its shareholders).
A Company name must necessarily end in “N.V” and must be approved by the Local Authority.
NOTARIAL DEED AND ARTICLES OF ASSOCIATION
The N.V. is formed by Notarial Deed before a civil law notary residing in Curaçao. The incorporation of the N.V. is not subject to governmental approval. Articles of Association may be in English or in any other language known to the civil law notary. This notarial deed of incorporation constitutes the definitive statutes and regulations governing the company and conduct of its affairs and those statutes and regulations are generally referred to as the articles of association.
A minimum of one shareholder is required, who may be an individual or a corporate entity and can be of any nationality or residency. Bearer shares are permitted.
There is no minimum share capital requirement. There are, however, minimum capital requirements for finance companies issuing publicly traded debt obligations, investment institutions, insurance companies and banks. The nominal value of the shares can be stated in any currencies. Shares do not need to have a nominal value. The shareholder should pay up at least the nominal value of the shares being purchased (if the shares have a nominal value) or the consideration as determined in the deed of incorporation or the deed of issue.
DIRECTORS AND SECRETARY
In case the company is registered as an ordinary N.V., the company is allowed to have non-local director, however a local representative must be appointed for substance purposes in Curaçao.
An E-zone company must have one or more “Managing Directors”, who can be either an individual or a legal entity. At least one Managing Director must be a resident of, or domiciled in, the island where the corporation is established. Directors are allowed but are not required to own shares in the company.
There is no concept of a company secretary in Curaçao.
REGISTERED OFFICE AND REGISTERED AGENT
The company must appoint an approved registered agent. A registered agent’s office in Curacao can be used as the registered office of the company.
A General Meeting of the shareholders must be held within nine months of the end of a fiscal period to approve the annual statement, to discharge the management from its responsibility for the period concerned and to vote on dividends, etc. Such meetings must be held in Curaçao, but shareholders can be represented by proxies.
Usually it takes 2 weeks, however we will need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Management and domiciliation fee and local representative/director.
- Payment of annual Chamber of Commerce fee.
- Payment of annual government fee.
- Tax filing.
- Annual General Meeting of Shareholders (including proxy).
SPECIAL TAX REGIMES
Resident corporations are taxed on worldwide income. Non-resident companies are taxed on the following Curaçao-source income:
- Income attributable to a permanent establishment (PE).
- Income from real property situated on Curaçao.
- Interest on loans secured by a mortgage on property situated on Curaçao.
Capital gains are not differentiated from operating income and are subject to the same applicable rates. Corporations are taxed on their income as reflected in their profit and loss account, less certain deductible items.
Companies are generally taxed at a flat rate of 22% from 2016.
Special minimum rates apply to the taxable income of certain companies:
- E-zone companies – 2%.
- Export companies – 3.2% from 2016.
- New industries and hotel – 2%.
- Land development companies – 2%.
TAX EXEMPT COMPANY
It is possible to elect tax-exempt status for N.V. or B.V. To qualify for the exemption, a number of conditions must be met, including (but not limited to) the disclosure of beneficiaries, management, financials, and the activities (investment and financing activities, licensing of intellectual and industrial property rights and other comparable property and usage rights) of the company.
Furthermore, no more than 5% of the revenues of the exempt company consist of dividends from subsidiaries that are not subject to a tax regime comparable to that of Curaçao. A profit tax regime is comparable to that of Curaçao if the foreign tax regime provides for a profit tax rate of at least 11% from 2016 (50% of the Curaçao tax rate).
The subject-to-tax requirement is also met if the foreign tax regime appears on a list of comparable tax regimes. The list that has been issued includes all the European Union (EU), OECD member states and all jurisdictions with which Curaçao has a tax treaty. According to the list, the subject-to-tax requirement is also met in the case of a jurisdiction that is included in the white list issued by the OECD, provided that no special tax regime is applicable.
E-zone companies are subject to a minimum 2% corporate profit tax until 1 January 2026. They will be granted special facilities regarding turnover tax.
The NV or BV can request from the Curaçao Tax Authorities to be treated as a transparent company. When the company is granted transparent status for Curaçao income tax and profit tax purposes, the tax transparent company will be treated as a partnership, meaning that the shareholder(s) will be treated as partner(s) in a partnership. The income of the tax transparent company will for Curaçao tax purposes be attributed to the shareholders on a pro rata basis (proportionate to their respective interests in the tax transparent company). If the direct shareholder resides outside Curaçao and the shareholding in the tax transparent company does not constitute a permanent establishment in Curaçao, no profit tax will be due in Curaçao.
AUDIT AND FINANCIAL RETURNS
Annual accounts must be prepared within eight months after the end of the fiscal year of the company, with a possible extension of six months (due to special circumstances). There is no requirement to publish or audit the annual accounts of an N.V., unless the N.V. is deemed as a “Large N.V.” (with total assets equal to USD 2,8 mio, annual sales of USD 5,6mio, and 20 or more employees).
The tax filing consists of two obligatory filings: the preliminary tax filing should be filed to the tax authorities not later than March 31 annually and the final tax filing which should be filed not later than June 30 annually.
OUR SERVICES FOR THE COMPANY FORMATION IN CURACAO INCLUDE:
- Name check and approval
- Filling incorporation documents with the Registrar of Companies
- First year management and domiciliation fee (pro-rated, including local representative/director
- Payment of the Government fee
- Payment of Chamber of Commerce fee
- Rubber stamp
- A standard set of original corporate documents:
– Articles of incorporation
– Share Certificate
– Registers of Directors and Shareholders
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorized Signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
- Original or certified copy of Banker’s reference letter (dated within 3 months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without a required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to the invoice during checkout. Shipping costs for international courier services are set automatically and can vary from USD 75 to USD 95. The fees depend on the jurisdiction of your ordered company, the country where the bank is based as well as your destination country.