Thinking of incorporating in Curacao? There are a number of different options available to you. Here is our short guide to Curacao and some of the most popular ways to incorporate.
Curacao and the Kingdom of the Netherlands
Curacao is located in the Dutch Caribbean and the island nation is a constituent country of the Kingdom of the Netherlands. It was formerly a part of the Curacao and Dependencies colony until 1954 when it became the Netherlands Antilles until 2010. Now, it is its own country but within the Kingdom of the Netherlands with the latter retaining authority over its defence and foreign policy. Its finances are also overseen by the Kingdom and a debt-relief policy is in place. While the Kingdom of the Netherlands is a European Union Member State, Curacao is not and it has the status of an overseas country and territory (OCT).
Types of company
If you are looking to incorporate a company in Curacao, there are several different options to choose from, depending on your requirements. The most popular of these include a private limited liability company known as a BV, a partnership, and a foundation.
A BV is a private limited liability company and only needs two shareholders to incorporate. Nominee shareholders and directors can be used and there is no requirement for minimum paid up authorised capital. The Netherlands and Curacao have an extensive double taxation treaty network with many countries, meaning foreigners do not need to pay double taxes for the same income.
An NV is a private limited liability company and only needs one shareholder to incorporate. Nominee shareholders and directors can be used and there is no requirement for minimum paid up authorised capital. The Netherlands and Curacao have an extensive double taxation treaty network with many countries, meaning foreigners do not need to pay double taxes for the same income.
Otherwise known as a private foundation or a “Stichting”, this is a separate legal entity that can be created to protect assets and facilitate estate planning. It can be entirely incorporated via notarial deed and is then registered in the Curacao Chamber of Commerce’s Foundation Register. It originated as a way to hold assets for charities or religious purposes. The benefits of the foundation include zero tax as long as no business activities are conducted, no minimum capital requirement, and any capital does not have to be mentioned in the Articles of the Foundation. It is similar in nature to the British Common Law ‘Trust’. It does not have members or shareholders and the identity of any beneficiaries or certificates of participation are not required to be disclosed.
There are two kinds of partnership available in Curacao- a general partnership and a limited partnership. A general partnership is recognised under the Curacao commercial code and each partner is liable for all debts. There are no auditing or filing requirements and they are financially transparent in nature. Details of partnerships and the partners involved must be included in the commercial register at the Curacao Chamber of Commerce.
A limited partnership is similar to the general partnership but there is a. distinction made between the limited partners and managing or general partners. The latter manages the affairs of the partnership and represent it with third parties. They are also jointly liable for its debts. The limited partner contributes to the partnership via a specific amount of capital and their liability is limited to the total of capital contributed.
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What kind of corporate entity you choose will depend a lot on what kind of business or activity you want to conduct. There are of course other options both in Curacao and elsewhere. To discuss your options, ideas, and vision, and to benefit from our two-plus decades of experience in corporate, legal, licensing, regulatory, tax, and other matters, contact us today.
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