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Aruba: Types of Company

Limited Liability Company

This page was last updated on 21 Feb 2019.

The Aruban naamloze vennootschap (NV) is a limited liability company available to residents and non-residents alike. An NV operated by non-residents and trading outside Aruba is an offshore NV; an NV controlled by residents and trading inside Aruba is an onshore one. Until the new fiscal regime  (NFR) was introduced, a more favourable fiscal regime applied to an offshore NV than to an onshore NV (see Offshore Legal and Tax Regimes).

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

  • The minimum authorised share capital is Af25,000 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 licence to the Minister of Economic Affairs;
  • If the director of an NV is a foreigner, they must apply to the Minister of Economic Affairs for a director's licence must be made to;
  • Stamp duty is payable on incorporation;
  • 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;
  • There must be at least two shareholders. Meetings of shareholders' 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 ofAf25,000 the initial 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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