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Curacao Entity Management

Entity Management

On-shore is the new Offshore

As consultants specialized in international entity management located in Curaçao, we’re proud to offer our services to help businesses of all sizes navigate the complexities of local regulations. Our team of experienced professionals are here to provide a full range of domiciliation and management services, from setting up a registered office to providing corporate secretary services, registered and process agents and more. With our help, you can ensure your venture is fully compliant with local regulations and make sure your international operations hit the ground running.  

Doing business on Curaçao

When doing business on the island of Curaçao, it is important to understand local business customs, legal and regulatory requirements, and tax obligations. The Curaçao Chamber of Commerce provides information on starting and growing a business in Curaçao, as well as networking opportunities and events.

As an entrepreneur headed to Curaçao

If you are planning to start a business in Curaçao as a foreign entrepreneur, you will need to consider factors such as legal requirements, tax implications, and cultural differences. The Curaçao Chamber of Commerce provides information on starting a business in Curaçao, including legal structures, permits and licenses, and taxation.

As an entrepreneur from Curaçao to the USA

If you are a Curaçao-based entrepreneur looking to expand your business to the USA, you will need to research the market, legal and regulatory requirements, and potential partners. The US Commercial Service provides guidance on doing business in the US, including market research, finding buyers and partners, and complying with regulations.

When setting up a business on Curacao, you’ll need to appoint a director (or multiple directors) who will be responsible for managing the company. If you’re not based on Curacao, you may also need to appoint a local proxy to act as your representative. The Curacao Chamber of Commerce and Dutch Caribbean Legal Portal have more information on director/proxy requirements.
If you want to export to the Caribbean, it is nice to be able to get export consultancy from an advisor with local knowledge and contacts.

SPF Stichting Particulier Fonds (Private Equity Fund)

An SPF is a type of private equity fund in Curacao that is specifically designed for wealthy individuals and families to manage their assets. To establish an SPF, you will need to work with a notary and follow the legal requirements for setting up a foundation in Curacao. The Dutch Caribbean Legal Portal provides information on establishing an SPF in Curacao.


Relocating Your Business to Curaçao ― What You Need to Know?

The island of Curaçao is a Dutch Caribbean country that has been a popular destination for international businesses. The country offers many benefits to those looking to relocate their business there.  

If you’re an entrepreneur, you’ve probably been thinking about relocating your business to Curaçao for a while. With its low tax rates and close proximity to the US, Curaçao is an ideal place for a new business venture.  

However, relocating to Curaçao and setting up a business there can be a lot of work. It’s important to make sure you have all of the information you need before you begin your move. 

If you’re looking for information on how to relocate as an entrepreneur or how to start a business in Curaçao, read on! 


How to Relocate as an Entrepreneur to Curaçao?

The Curaçao economy has become one of the most stable in the Caribbean region in recent years, attracting a large number of foreign investors. The island offers a wide variety of business opportunities in several different industries. The main advantages of running the business in Curacao are:

  • Companies pay only 2% in taxes 
  • Dividends can be withdrawn without restriction 
  • Licenses can be obtained quickly and easily
  • The favorable settlement policy 

Following are the requirements that you need to fulfill if you want to relocate as an entrepreneur to Curaçao and start a business. 

Requirements to Start a Business in Curaçao

Curaçao introduced the Open Hands program not long ago as a way to entice foreign investment. Under this program, foreign investors can form companies in Curaçao similarly to local ones. 

Here are the steps one needs to follow in order to register a company in Curaçao: 

  • Decide on the type of company that you want to register. There are several types of companies available in Curaçao. (we shall discuss all below) 
  • Complete the incorporation documents. 
  • Send the documents to the Curaçao Chamber of Commerce and Industry for registration. 
Types of Companies That Can Be Registered in Curaçao

From the perspective of structure, Curacao offers businesses similar to that of the Netherlands. Overseas investors can choose from a variety of business structures: 

  1. Public Limited Liability Company (NV) 
  2. Private Limited Liability Company (BV)
  3. The Foundation 
  4. The Private Foundation (also known as SPF or Stichting Particulier Fonds) 
  5. Public Partnerships 
  6. Sole Proprietorship 

Of these, a private limited company is the most sought-after option. You can rely on Van Holland Curaçao experts for assistance in choosing a company and setting up your business in Curaçao. We can also help you identify the best entry points into the market. Our team specializes in helping you find the best solutions for your business concepts and planned activities.  

1) Public Limited Liability Company (NV) 

NV, in Dutch: Naamloze Vennootschap, is a Public Limited Liability Company. The company can be created by one or more natural or legal persons. Upon incorporation, the charter capital shall be at least AWG 50,000, of which 20% must be paid upfront. However, for certain types of activities, a higher amount of chartered capital may be required.   

Shareholders are also limited to the number of their contributions. Shares of the corporate entity are eligible for public offering and may involve additional financial resources. 

2) Private Limited Liability Company (BV)  

BV, also known as Besloten Vennootschap, is a Private Limited Liability Company. Because of its flexibility, this corporation form is very common. Private limited-liability companies are similar to NV.

The main features of BV include  

  • A zero-capital requirement.  
  • Individuals and legal entities may form the board, and one of them may be a resident.  
  • One share is the minimum requirement.  
  • The ministry of justice does not have to approve the organization before it can operate.  
  • Shareholders are the managing body, and the managing director is not required to be appointed.
  • Issues are exclusively made by registered shares, and maintaining a shareholders’ register is a mandatory process. 

The differences between the BV and the NV are: 

  • BVs have registered share capital only, while NVs have only common shares. 
  • A BV’s shares may only be transferred under the law. 
  • For the “large” NV, there is no distinct financial regime. 
  • BVs are the only companies capable of being “managed by their shareholders”. 
  • BV shareholders’ meetings are subject to fewer restrictions than NV shareholders’ meetings. 

3) Public Partnership 

Public Partnerships are limited partnerships, which distinguish between the general partners and limited partners. The managing partners or general partners are responsible for managing the Public Partnership’s affairs and acting on its behalf. 

However, unlike a general partner, the limited partner contributes a fixed amount of money to the partnership. His responsibility is restricted to that amount.  

 It is prohibited for limited partners to manage public partnership affairs directly, but they may act as the general partners’ “attorney in fact”. 

4) Sole Proprietorship 

Sole proprietorship (in Dutch: eenmanszaak) is a business structure where the business’s assets do not differ from the assets of the individual. Under such a structure, the business owner is responsible for all company obligations. 

If an international individual wish to set up a sole proprietorship, a business license is required. In a proprietorship, income and losses are filed on the owner’s individual tax return. 

5) The Foundation 

Traditionally, foundations (in Dutch: stichtings) are established to support charitable causes. The foundation is often used to hold legal title to assets that are owned by others economically. In addition to acting as a trustee or custodian, a foundation can also invest, manage and administrate assets for other individuals or organizations. 

One of the major differences between a corporation and a foundation is that a foundation does not have members or shareholders, nor does its capital have shares. 

6) Private Foundation (Stichting Particulier Fonds) 

A private foundation, also known as SPF or Stichting Particulier Fonds, is a corporate entity organized according to Curaçao’s laws.    

In Curaçao, private foundations are established through the execution of a legal document. Typically, a Stichting Particulier Fonds is utilized for the management and protection of assets of its beneficiaries, including shares of other real estate, entities, royalties, and deposits. 

The Chamber of Commerce of Curaçao maintains a registry of private foundations. 

According to the foundation’s bylaws, the founder has certain rights. These rights can be passed either by a private or public deed. The rules also specify which people have access to the foundation’s funds.

The beneficiary of a private foundation can remain secret as long as a trusted agency is selected as its director. Curaçao law requires trust agencies to protect the identities of their beneficiaries. 

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Disclaimer: The information provided on this website does not, and is not intended to, constitute legal advice. All information and content available on this site are for general informational purposes only.

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