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Curaçao: Types of Company

Limited Liability Company

This is the form (NV = Naamloze Vennootschap) that was historically taken by almost all limited companies in the Netherlands Antilles, whether for domestic trading or for offshore purposes. The legislation governing corporate operations is Articles 33 to 155 of the Netherlands Antilles Commercial Code, and is quite precise and prescriptive, as is usual in 'Civil Law' jurisdictions. These are some of the main characteristics and requirements attaching to NV companies:

  • A minimum of one shareholder is required, who may be an individual or a corporate entity. A General Meeting of the shareholders must be held within nine months of the end of a fiscal period to approve the annual statement, to discharge the management from its responsibility for the period concerned, to vote on dividends, etc. Such meetings must be held in Curaçao, but shareholders can be represented by proxies.
  • There must be at least one director; more importantly, there must be at least one managing director resident in the jurisdiction. There can be multiple managing directors, and they have the statutory responsibility for management of the company, which is clearly defined, as usual in Civil Code jurisdictions. Managing directors can be individuals or corporate entities, and need not be resident (except one of them). The managing directors exercise wide powers, including those of the anglo-saxon company secretary.
  • The authorised capital of the NV must be at least ANG50,000, of which 20% must be paid-up on incorporation and must remain so (this can be a mixture of fully and partly paid-up shares). Shares can be registered or bearer; but the latter must always be fully paid-up.
  • A registered office must always be maintained at the address of a licensed management company, or firm of lawyers or accountants in the jurisdiction. There is no requirement to audit or file annual statements. An small annual fee is payable to the Chamber of Commerce.
  • The incorporation process is somewhat cumbersome, involving an investigation of prospective shareholders by the Ministry of Justice (who issue a statement of 'No Objection' after several weeks), permission for the chosen name from the Chamber of Commerce (some restrictions), and other administrative procedures inluding the submission of the Statutes in Dutch (an English translation is often attached). A quicker process is sometimes available.
  • A Netherlands Antilles NV cannot solicit funds from the public, sell its own shares publicly, or engage in banking, insurance, fund management etc without appropriate licenses and permissions from the Central Bank. A business license (not always given automatically) and a managing director's license need to be obtained annually from the Bureau for Social and Economic Planning, before business can actually commence.

 

 

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