Jurisdictions

Legal entities in Curaçao


The Curaçao "Naamloze Vennootschap" (NV)

  • The NV is a limited liability company similar to the U.S. "C" corporation ("Inc") and the Latin American and Southern European "S.A.".
  • The flexibility of the NV is the most attractive feature and consists of the following:
  • Flexible corporate laws provide a variety of structuring possibilities for international investors.
  • Ministerial "Declaration of no objection" is not required and as a consequence a NV can be incorporated rapidly.
  • The Articles of Association are form free and may be drawn up in various languages, which makes it possible to resemble own legal system entities.
  • A NV is not obliged to publish or audit annual accounts.
  • Shareholder's information is confidential.
  • The Management Board can be organized as a one-tier or a two-tier Board.
  • A NV can be converted (through a corporate continuance) into other legal entities and vise versa (also foreign entities).
  • No minimal capital requirements apply (unless mentioned in the Articles of Incorporation.


The Curaçao "Besloten Vennootschap" (BV)
The BV is similar to the NV and the advantages are:

  • Ministerial "Declaration of no objection" is not required.
  • Formation is quick and relatively informal.
  • The Articles of Incorporation can be in any language.
  • No minimum capital requirements.
  • Management arrangements could be similar to common law models.
  • A BV can be converted into an NV and vise versa, or they can merge.
     

The tax-exempt BV
A BV can qualify for a tax exempt status if the purpose clause and actual activities are limited to:

  • Investment in debt instruments, securities and deposits.
  • The licensing of intellectual property and industrial properties and similar assets in accordance with the laws of Curaçao or the laws of other jurisdictions.


The Private Foundation
Advantages of the Private Foundation:

  • The Private Foundation is objectively tax-exempt from Curaçao profits tax (nor subject to gift tax or inheritance tax). The Private Foundation,in principle, will have the tax-exempt status if it does not make a profit conducting a business (enterprise). Holding and managing the assets is, in principle, allowed.
  • The Private Foundation can make, to the discretion of its Director, distributions to its incorporators or to others out of its income and/or assets.
  • Incorporation can be done rapidly, formalities are few and it is flexible.
  • Ability to make private contributions.
  • Only one Director is required.
  • The Founder does not have to be disclosed and Beneficiaries do not have to be named or informed.
  • It can be converted into a legal entity of a foreign jurisdiction, if this is accepted in the foreign jurisdiction.
  • An ideal entity for Estate Planning and asset protection.


E-Zone
An E-Zone is a designated area for E-companies to operate and contribute to the economy of the Curaçao. Local and foreign shareholders are
treated equally.
Advantages of the E-Zone:

  • A low 2% tax rate.
  • No sales tax on any turnover generated on sales made abroad.

E-Zone legislation:
1. For the purposes of the present national ordinance and the provisions based on it, the following definitions will apply:
a. economic zone: a site or sites designated as such, where goods can be stored, processed, worked up, assembled, packed, displayed and cleared from bond, or can undergo other treatments, and where or from where services may be provided;
b. goods: movable tangible assets;
c. importation of goods: the release of goods into the open market;
d. services: 1. doing maintenance and repairs in the economic zone on goods of companies conducting their business outside Curaçao;
2. doing maintenance and repairs on machinery and other equipment situated abroad with goods stored in the economic zone;
3. other forms of service aimed at countries abroad, including warehousing, and new trade activities and trade support activities and other service activities to be placed in the international context that can be performed with or in behalf of electronic communication and information opportunities.
2. Services as contemplated in the first paragraph, subsection d, item 3 will not include services with regard to financial services, royalty payments, insurance- and reassurance activities, including services regarding as director of entities, registered or actual managed in Curaçao and other services regarding trust as well as notary-, lawyers-, accounting, fiscal- and similar services.