Establishing legal entities in Curacao

Establishing legal entities in Curacao

In Curacao, legal entities are incorporated by a civil law notary. Both natural persons and legal entities are allowed to be the founder of a legal entity and the founder of a legal entity does not need to be a permanent resident of  Curacao. Once incorporated, the legal entity needs to be registered with either the trade register or the register of foundations at the Chamber of Commerce. Both the trade register and the register of foundations can be accessed at no cost at: http://www.curacao-chamber.an/c-reg/navigation/frameset.asp

Civic law notaries in Curacao are legally allowed to create deeds of incorporation in any of the official languages of the country: Dutch, Papiamentu, Spanish and English. Deeds of incorporation in other languages are allowed as well, provided the civil law notary masters said language.

Management

The management of a legal entity is allowed to consist of one or several executives. Legal entities are also legally allowed to act as executive. At least one of the executives needs to reside in Curacao. If desired, statutory auditors may be appointed.

Naming the legal entity

In case of incorporation of a Curacao NV or BV, the justice ministry needs to approve the desired business name. Considering the large number of legal entities in Curacao, chances are the desired business name has already been registered or resembles another registered business name too closely. It is therefore recommendable to request permission for several business names at once.

General shareholders meeting

Formally, a business entity needs to schedule a locally held general shareholders meeting at least once a year. However, shareholders are allowed to be represented by proxy.

Capital requirements

No minimum capital requirements nor specific currencies are specified for the incorporation of a legal entity.

Annual report

Business owners are not required to publish their annual reports. Certain legal entities, like for instance E-zone based LLC’s need their annual reports to be certified by a professional with at least the Dutch AA degree. Another bylaw specifies that for an SFP, the business capital needs to be clearly specified.

Licenses needed to establish a business

In order to be allowed to establish a business in Curacao, a business permit is required. These permits are released by the Executive Council (Bestuurscollege), when recommended to do so by the Department

Of Economic Affairs (Dienst  Economische Zaken). The Chamber of Commerce also recommends in this regard. For activities related to foreign markets, business permits are known to be released fairly easily. Getting a business permit for activities directed towards the local market is somewhat more complicated, as the Executive Council is held to protect the local economy.

The civil law notary responsible for incorporating the business will fill a request for a business permit for you. This is usually included in the fee for incorporation.

Executive Permit

Traditionally it has been a time consuming, complicated process for for natural persons who were not born on one of the islands of the former Netherlands Antilles (Aruba, Bonaire, Curacao, St. Maarten, St. Eustatia & Saba) or for business entities that are not established on one of these islands, to obtain an executive permit. For this reason, usually a trust office is hired to fulfill this administrative role. Trust offices in Curaçao are being supervised by the Central Bank of Curaçao and St. Maarten.

Foreign exchange permit

For capital transactions, a foreign exchange permit is needed. This permit is released by the Central Bank of Curaçao and St. Maarten. Requests for said permits are typically honored. A foreign exchange permit gives a business entity automatically an offshore status. An offshore business entity needs to be administrated by a permit holder, typically a trust office. At request, the civic law notary will file a request for a foreign exchange permit as part of the incorporation service package.

Outsourcing corporate administration

Only trust offices that have obtained a permit from the Central Bank of Curaçao & St. Maarten, are allowed to take on the role of an executive of an offshore business entity.

Outsourcing your corporate administration comes with several benefits:

  • Incorporation will be quicker;
  • The governing trust office will be supervised by the Central Bank of Curaçao & St. Maarten;
  • The governing trust office will need to comply with the strict trust legislation. A trust office is for instance held to report uncommon financial transactions, while at the same time she is held to remain silent about the identity of shareholders and/or beneficiaries of a private foundation to any government institution including tax authorities unless the business entity is suspected to be involved with criminal activities. Please check the Central Bank website for more information about this legislation.