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Doing Business in Curacao
 
 
 

General

In addition to being a tourism destination Curaçao is also a well-known international business centre. Located at the crossroads of major shipping routes, Curaçao has an affluent economy, a low rate of inflation, a stable currency (pegged to the US dollar) and one of the highest standards of living in the Caribbean.

The island also has an excellent business infrastructure, including the region's largest deepwater port, a state-of-the-art container transshipment terminal, superior telecommunications and a full service international airport.

Businesses that operate in Curaçao have special access to markets in both the European Union and the US. A special Association Agreement with the EU allows companies which do business in and via Curaçao to export many products to European markets, free of import duties and quotas. Curaçao is a beneficiary of the US Caribbean Basin Initiative (CBI). The island is also a gateway to Latin American and Caribbean markets.

In order to conduct a business activity in Curaçao, it is necessary to obtain a licence, by following a precisely specified procedure. Information on the nature, location and financing of business must be submitted to the local authorities. Different regulations and taxation rates apply to companies engaged in portfolio management, real estate, finance, royalties, consulting, trading, fund management, insurance, banking and shipping activities. As Curaçao has obtained a major autonomy and separated from the Netherlands Antilles, it is now in a transition period in its company formation practice and taxation regime reforms.

Forms of Business Organisation

Limited Liability Company (Naamloze Vennootschap; NV)

NV is the form that was historically taken by almost all limited companies in Curaçao, whether for domestic trading or for offshore purposes. The legislation governing corporate operations is Articles 33 to 155 of the Netherlands Antilles Commercial Code, and is quite precise and prescriptive, as is usual in 'Civil Law' jurisdictions. The main characteristics and requirements attaching to NV companies are:

• A minimum of one shareholder is required, who may be an individual or a corporate entity. 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, to vote on dividends, etc. Such meetings must be held in Curaçao, but shareholders can be represented by proxies.

• There must be at least one director; more importantly, there must be at least one managing director resident in the jurisdiction. There can be multiple managing directors, and they have the statutory responsibility for management of the company, which is clearly defined, as usual in Civil Code jurisdictions. Managing directors can be individuals or corporate entities, and need not be resident (except one of them). The managing directors exercise wide powers, including those of the Anglo-Saxon company secretary.

• The authorised capital of the NV must be at least ANG50,000, of which 20% must be paid-up on incorporation and must remain so (this can be a mixture of fully and partly paid-up shares). Shares can be registered or bearer; but the latter must always be fully paid-up.

• A registered office must always be maintained at the address of a licensed management company, or firm of lawyers or accountants in the jurisdiction. There is no requirement to audit or file annual statements. An small annual fee is payable to the Chamber of Commerce.

• The incorporation process is somewhat cumbersome, involving an investigation of prospective shareholders by the Ministry of Justice (who issue a statement of 'No Objection' after several weeks), permission for the chosen name from the Chamber of Commerce (some restrictions), and other administrative procedures including the submission of the Statutes in Dutch (an English translation is often attached). A quicker process is sometimes available.

• An NV cannot solicit funds from the public, sell its own shares publicly, or engage in banking, insurance, fund management, etc. without appropriate licences and permissions from the Central Bank. A business licence and a managing director's licence need to be obtained annually from the Bureau for Social and Economic Planning, before business can actually commence.


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