Business Advisory & Establishment

Through out the years values has been created for foreign investors by depending on the type of business they would like to establish, we can help you with the necessary information and advise. In fact Curaçao with its extensive facilities has emerged as an ideal place for foreign companies to establish themselves.

Limited Liability Company

One of the most common ways of doing business in Curaçao used to be through the formation of a limited liability company. Limited Liability The Netherlands Antilles “Naam-loze Vennootschap” (NV) is historically taken by almost all limited companies in the Netherlands Antilles, whether for domestic trading or for off-shore purposes. The requirement can be sent on request.

The NV is incorporated by notarial deed executed by one or more incorporators before a civil law notary in the Netherlands Antilles. Before the deed of incorporation a draft (concept) of the Articles of Incorporation must be submitted to the Ministry of Justice of the Netherlands Antilles in order to obtain the so-called Declaration of no Objection. The articles of incorporation must be in Dutch.

Once incorporated the company must be registered at the local Chamber of Commerce. Details to be filed include the object of the company, its share capital and the identity of the managing directors and any attorney at fact acting under general powers of attorney. The identity of shareholders is not disclosed.

Offshore Company

In the Netherlands Antilles the expression Off-shore Company has historically referred to a standard NV as described above which conforms to some additional conditions allowing it to receive privileged tax treatment.

NABV

The Netherlands Antilles Besloten Vennootschap (NABV) has been introduced alongside the New Fiscal Framework. Unlike the NV, no ministerial Declaration of No Objection is required. Incorporation is quick, and there are no minimum ca-pital requirements. The deed of incorporation can be in any language although a Dutch or English translation must be attached. Shares may or may not have a par value, voting rights or partici-pation rights. Sharer must be registered The BV can be converted into an NV or vice versa, or he two may merge. The NABV can be exempt from profits tax and withholding tax when it conforms to some specific conditions.

General Partnership

Partnerships are recognized under The Netherlands Antilles Commercial Code. In this partnership VOF (Vennootschap Onder Firma) each partner is liable for all the debts of the partnership, as in common law partnerships. Details of the partnership and of the partners must be entered in the Commercial Register at the Chamber of Commerce. Partnerships are fiscally transparent and there are no filing requirements. Once incorporated the company must be registered at the local Chamber of Commerce. Details to be filed include the object of the company, its share capital and the identity of the managing directors and any attorney at fact acting under general powers of attorney. The identity of shareholders is not disclosed.

Limited Partnership

The Limited Partnership (Commanditaire Vennootschap) is similar to the general partnership except that it has one or more general partners with unlimited liability, who manage the partner-ship, and one or more general partners whose liability is limited to the amount of his contribution. The identity of the limited partners does not have to be disclosed or entered in the Commercial Register. It is not necessary to disclose the identity of limited partners.

Foundation

The Foundation (Stichting) is a legal entity in its own right with its own assets and liabilities. It was originally created for welfare purposes , but is now often used to act as a trustee or manager of assets for a third party, or to control shares in companies. Shareholders receive certificate of participation in return for shares transferred to the stichting, and can be paid dividends. The certificates can be either registered or bearer and are freely transferable. The foundation may be formed for a unlimited duration, for a certain period of time, or until specified event occurs. The foundation can be dissolved by resolution of the board, unless the articles of incorporation provide otherwise. A stichting is established by notarial deed executed before a civil law notary in the Netherlands Antilles. The articles of a stichting must include the name of the stichting, its purpose, the first managing board and the manner board members appointed.

Private Foundation

The private foundation is a specific and flexible form of the legal entity foundation, which has no shareholders, members or the like. Even beneficiaries do not have to be appointed if such appointment is not desired. In other words, the private foundation is a separate legal entity, with assets and liabilities in its own name.

Holding Companies

Offshore holding or investment companies are defined as companies that have the exclusive or almost exclusive purpose of investing their assets in securities, including shares and other certficates of participation and bonds. As well as other claims for interest bearing debt however nominated and in whatever form. The Netherlands Antilles holding are often used to hold the shares of Dutch corporations which are themselves the holding companies for investment or group operating subsidiaries in third countries, thus making use of the very wide network of Dutch double tax treaties, and the permissive Dutch rules on withholding tax.