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Aruba: Types of Company

Exempt Corporation

See above for changes to Aruba company laws.

Legislation establishing the Aruba Exempt Corporation (AEC) or Aruba Vrijgestelde Vennootschap was passed in 1988. It was considered a more attractive corporate vehicle than the NV since it was subject to fewer formalities and regulatory restrictions. It was a limited liability company whose shareholders' liability for the company's debts was limited to the amount of unpaid share capital.

The AEC was known as the "zero tax corporation" since no tax was payable so long as all business income arises outside of Aruba and so long as the company was not controlled directly or indirectly by Aruban residents (see Offshore Legal and Tax Regimes). The following were the key characteristics of the AEC:

  • The minimum authorized share capital is Af10,000 of which a minimum of one share of Af1 must be issued;
  • Capital can be expressed in any currency;
  • A single subscriber is permitted for incorporation and there is no need to publish incorporation details in the Official Gazette;
  • No stamp duty is payable on incorporation;
  • Shares can be voting or non-voting, limited voting, preference or cumulative preference. Bearer and no par value shares are permited.
  • If the director of an AEC is a natural person then that person must be a non- resident, but if the director is a company then resident corporate directors are allowed;
  • Directors' and business licences are not needed;
  • An AEC must have a registered office and a locally licensed legal representative;
  • There is no requirement to prepare or file financial accounts unless the company has an authorized capital of more than Af50,000 in bearer shares
  • An AEC cannot conduct business activities in Aruba other than activities in connection with the maintenance of its office there;
  • AECs are not subject to foreign exchange restrictions;
  • Shareholders' meetings can be held anywhere in the world and need not be minuted.

The annual registration fee payable to Government was USD285, and a further USD40 was payable to the Commercial Register. Fees also needed to be paid to the resident agent.

The incorporation time schedule was reasonable. Registration of a company took only a few days which by the standards of civil law jurisdictions is very quick.

 

 

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