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Aruba: Types of Company

Limited Liability Company

The NV is a limited liability company which is available to residents and non-residents alike. An NV operated by non-residents and trading outside Aruba is an offshore NV, whereas an NV controlled by residents and trading inside Aruba is an onshore NV. Until the introduction of the NFR, a more favorable fiscal regime applied to an offshore NV than to an onshore NV (see Offshore Legal and Tax Regimes).

The NV is subject to a much more complicated regulatory regime than the AEC (see below) which is the normal form of choice for offshore operations. The following are the main rules applying to an NV:

  • The minimum authorized share capital is Af50,000 of which 20% must be issued, and a minimum of two subscribers are required;
  • An NV must both file accounts and have those accounts audited;
  • The NV's incorporation document must be published in the official gazette, and corporate details including the director's name need to be entered in the Commercial Register;
  • In order to trade, an NV must apply for a business license to the Minister of Economic Affairrs;
  • If the director of an NV is a foreigner then an application for a director's license must be made to the Minister of Economic Affairs;
  • Stamp duty is payable on incorporation;
  • In order to open a bank account a certificate from the chamber of commerce must be lodged and the identity of the beneficial owners disclosed;
  • An NV is subject to foreign exchange controls;
  • Shareholders' meetings must be held in Aruba and must be minuted.

Companies involved in the provision of financial service activities must by law use an NV as a corporate vehicle.

Fees payable on incorporation and annually depend on capital; for the minimum level ofAf50,000 the intial fee will be Af165 and the annual contribution fee Af156. Other fees for clearance of the name from the Ministry of Justice, for entry into the Commercial Register, and for registration of directors, will amount to a few hundred florins. Professional fees will be extra.

 

 

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