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Aruba: Types of Company

Exempt Corporation

This page was last updated on 21 Feb 2019.

Legislation establishing the Aruba exempt corporation (Dutch Aruba vrijgestelde vennootschap, AVV) was passed in 1988. It is considered a more attractive corporate vehicle than the NV (Aruban limited liability company) since it is subject to fewer formalities and regulatory restrictions. The AVV is a limited liability company whose shareholders' liability for the company's debts is limited to the amount of unpaid share capital.

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

  • Minimum authorised 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 permitted.
  • If the director of an AVV 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 AVV 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 AVV cannot conduct business activities in Aruba other than activities in connection with the maintenance of its office there;
  • AVVs 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 is US$285, and a further US$40 is payable to the commercial register. Fees also need to be paid to the resident agent.
The incorporation time schedule is reasonable. Registration of a company takes only a few days which by the standards of civil law jurisdictions is very quick.

 

 

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