Start your own BV or NV
In Curaçao, the two most popular forms of corporate entities to choose from are the two following types of a limited liability company:
- BV (stands for: besloten vennootschap) It is a privately held company comparable to a limited company (Ltd) in the United Kingdom, a LLC in de United States or a ‘Gesellschaft mit beschränkter Haftung’ (GmbH) in Germany
- NV (stands for naamloze vennootschap) is a public company comparable to a public limited company (plc) in the United Kingdom, an Inc. or corporation in the United States or ‘Aktiengesellschaft’ (AG) in Germany. The shares in a NV may be freely transferable.
Both the BV and the NV are separate legal entities with shareholders. They can be used for the same business purposes, to be set out in articles of association. The BV is the more flexible of the two and is the most popular in local as well as international business.
How long will it take?
Corporate entities are established by the simple act of a notarial deed. Depending on the complexity of the legal form of the entity, the time required to complete the incorporation and to obtain the necessary licenses varies. Some can be incorporated in one day while the necessary licenses can be obtained within a few weeks.
The founders of the legal entity must sign the articles of association before a Curaçao notary. It is possible to use a power of attorney. At least one founder is required to form the corporation, either as an individual or a legal entity.
Non-residents can establish a BV or NV by proxy. Which means you don’t have to be physically present, you are represented by another person or entity. The notary must register the legal entity at the Curaçao Chamber of Commerce and Industry.
Immediately after starting a new company, the director (of the NV or BV) or the entrepreneur must register the company with the Tax Authorities (CRIB department) and with the Social Insurance Bank (SVB). With the registration numbers obtained here, the entrepreneur is able to pay his taxes and premiums.
- A business establishment permit is required for all businesses if you want to start doing business in Curaçao. An establishment permit can be applied for at the Permits Desk and is issued by the Ministry of Economic Development.
- A Director’s license for each managing director. The law does not limit the number of managing directors. In addition, managing directors need a residence and a working permit to work in Curaçao. This requirement applies to all expatriates. Expatriates with a Dutch passport do not need a working permit.
The following other licenses that apply to businesses and that are frequently required are:
Nuisance act: all businesses which are deemed capable of causing damage or nuisance or creating danger and are consequently required to apply for a license may be obtained from the Environmental Management Division of the Public Health Service
The food & liquor licencing act. A license is needed by:
Eating and drinking facilities
Hotels and boarding establishments
Bars and strong liquor wholesale establishments
Import license: For the importation of all goods a license is required from the Economic Affairs Agency; however, this rule does not apply to the importation of goods for personal use.
Licence for overtime and deviating working hours
Deviating working hours:
If you have a business that is open on Sundays and holidays, or in which work is done in the evening, you will also need a license from the Director of the Department of Labor and Social Affairs for such deviating working hours. As far as the salaries are concerned it is important to point out that deviating working hours do not necessarily mean overtime.
Statutory provisions have already been enacted for the Hotel and Catering Industry, as far as deviating working hours are concerned; however, the work schedule must always be presented to the Department of Labor and Social Affairs for approval.