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).