Incorporation Procedures
Procedures for Incorporation
The most commonly used legal business entity is the Limited Liability Company (‘Naamloze Vennootschap’, abbreviated N.V.), which means that the liability of its shareholders for the liabilities of the N.V, is limited up to a maximum of their respective obligatory capital contribution in the N.V. The capital of an N.V. is divided into shares.
Formation
The N.V. may be formed by one or more parties, who can be either individuals or legal entities. A draft of the articles of incorporation should be presented for approval to the Department of Justice, and after approval, formalized through a notarial deed. Within one week after the date of incorporation, the N.V. must be registered in the commercial register of the Chamber of Commerce and Industry where the N.V. has its corporate seat. Furthermore, an announcement of the incorporation of the N.V. must be published in the Official Gazette of the Netherlands Antilles.
The company has a minimum of two organs, the Board of Directors and the shareholders’ meetings. A supervisory board may also be appointed, but this is not a legal requirements. Until the official announcement and registration of the company in the Trade Register and until at least 10% of the par value of each share issued and subscribed for at the time of the incorporation of the N.V. has been paid up, such without prejudice to the liability of the N.V. itself, the members of the Board are held personally liable for any actions undertaken on behalf of the company.
For purposes of exchange control and to satisfy other legal requirements, it is required that all times the company have at least one managing director, or a legal representative in the Netherlands Antilles.
Share Capital
The statutory minimally authorized share capital must amount to US$.30,000. Upon incorporation, at least 20% of the authorized share capital should be issued. Under no circumstances may less than 20% of the authorized capital be outstanding. In case of bearer shares, the shares issued have to be paid in full.
Licenses / Permits
* Business license
* Directors license for each non-Antillean managing director
* Directors license for each non-Antillean managing director
* Residence and working permits
* Foreign exchange license
In relevant cases:
* Building permit
* Building permit
* Public nuisance permit
* Permits for pharmaceutical companies, banks, restaurants, etc.
* Time Required
Obtaining the required declaration of non-objection from the Ministry of Justice on the draft deed of incorporation usually requires three to four days if the articles of incorporation are formulated in a straight forward form.
Costs
The initial registration fee and the annual contribution to the Commercial Register, vary between US$.34.00 and US$.550.00, depending on the amount of paid-up capital. Notary fees depend on the work required, and the time spent on organizing the incorporation, as well as the actual authorized capital (minimum notary fee US$.1,160.00).
Other Forms of Companies
* Branches of foreign companies; a branch has no separate legal assistance
* Partnerships; general or limited
* Joint Ventures; long and short-term
* Trust companies
* Proprietorship
* Short-Term Visits
No Visa is required for a period not exceeding 14 days for visitors of most countries. Ninety-day visas are available immediately for citizens of most countries. A valid passport and a return air ticket are required.
Source: Curacao Chamber of Commerce & Industry (please click to: www.curacao-chamber.an )