The most commonly used legal business entity is the Limited Liability
Company (‘Naamloze Vennootschap’, abbreviated N.V.), which means that the
liability of its shareholders for the liabilities of the N.V, 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.
Formation
The N.V. may be formed by one or more parties, who can be either
individuals or legal entities. A draft of the articles of incorporation
should be presented for approval to the Department of Justice, and after
approval, formalized through a notarial deed. Within one week after the
date of incorporation, the N.V. must be registered in the commercial
register of the Chamber of Commerce and Industry where the N.V. has its
corporate seat. Furthermore, an announcement of the incorporation of the
N.V. must be published in the Official Gazette of the Netherlands Antilles.
The company has a minimum of two organs, the Board of Directors and the
shareholders’ meetings. A supervisory board may also be appointed, but this
is not a legal requirements. Until the official announcement and
registration of the company in the Trade Register and until at least 10% of
the par value of each share issued and subscribed for at the time of the
incorporation of the N.V. has been paid up, such without prejudice to the
liability of the N.V. itself, the members of the Board are held personally
liable for any actions undertaken on behalf of the company.
For purposes of exchange control and to satisfy other legal requirements,
it is required that all times the company have at least one managing
director, or a legal representative in the Netherlands Antilles.
Share Capital
The statutory minimally authorized share capital must amount to US$.30,000.
Upon incorporation, at least 20% of the authorized share capital should be
issued. Under no circumstances may less than 20% of the authorized capital
be outstanding. In case of bearer shares, the shares issued have to be paid
in full.
Licenses / Permits
* Business license
* Directors license for each non-Antillean managing director
* Directors license for each non-Antillean managing director
* Residence and working permits
* Foreign exchange license
In relevant cases:
* Building permit
* Building permit
* Public nuisance permit
* Permits for pharmaceutical companies, banks, restaurants, etc.
* Time Required
Obtaining the required declaration of non-objection from the Ministry of
Justice on the draft deed of incorporation usually requires three to four
days if the articles of incorporation are formulated in a straight forward
form.
Costs
The initial registration fee and the annual contribution to the Commercial
Register, vary between US$.34.00 and US$.550.00, depending on the amount of
paid-up capital. Notary fees depend on the work required, and the time
spent on organizing the incorporation, as well as the actual authorized
capital (minimum notary fee US$.1,160.00).
Other Forms of Companies
* Branches of foreign companies; a branch has no separate legal assistance
* Partnerships; general or limited
* Joint Ventures; long and short-term
* Trust companies
* Proprietorship
* Short-Term Visits
No Visa is required for a period not exceeding 14 days for visitors of most
countries. Ninety-day visas are available immediately for citizens of most
countries. A valid passport and a return air ticket are required.
Source: Curacao Chamber of Commerce & Industry (please click
to: www.curacao-chamber.an )