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Curaçao: Types of Company

Stichting (Foundation)

The stichting (or foundation) is the equivalent in this civil law jurisdiction of the trust in a common law jurisdiction, although unlike the trust, the stichting has legal personality. It was originally created for welfare purposes, but is now often used to act as a trustee or manager of assets for a third party, or to control shares in companies. Shareholders receive certificates of participation in return for shares transferred to the stichting, and can be paid dividends. The certificates can be either registered or bearer and are freely transferable.

A stichting is constituted under the Civil Code; the main characteristics of the stichting are as follows:

  • A stichting must be entered in the commercial register of the Chamber of Commerce.
  • There is no minimum capital requirement (but in practice it is usual to have US$100 as capital).
  • A stichting does not have members or shareholders
  • A stichting is managed by one or more directors who do not share in the profits or assets and who can be individuals or corporations; at least one director must be resident in the Netherlands Antilles.
  • Books of accounts must be kept but do not require auditing.
  • The identity of beneficiaries or holders of certificates of participation need not be disclosed.
  • A stichting may transfer its seat into and out of the Netherlands Antilles provided that the other jurisdiction concerned has suitable legislation (in practice this means that the other jurisdiction is a civil code jurisdiction, which is somewhat limiting since the bulk of offshore jurisdictions apply common law).

Under the National Ordinance on Profit Tax 1940, the profits of a stichting created for other than charitable purposes are treated in the same way as those of an NV, see Offshore Legal and Tax Regimes.



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