Curacao corporate law is based on Dutch corporate law and provides for the following main business forms:
- Public Limited Company (NV)
- Private Limited Company (BV)
- Partnerships
Public Limited Company (NV)
A public limited company is a common used business form in Curacao and may offer its shares publicly.
Key aspects of a Public Limited Company include:
- Formed by 1 or more shareholders, which can be natural persons or legal entities
- A General Meeting of the shareholders must be held within nine months of the end of a fiscal period, which must be held in Curacao, but shareholders can be represented by proxies
- Shareholder's liability is limited to their contribution to the company
- Requires 1 or more managing directors, with at least 1 of the directors resident in Curacao - directors can be natural persons or legal entities
- Minimum authorized capital of at least ANG 50,000
- Shares may be registered or bearer - if registered, 20% or more of the authorized capital must be paid-up on incorporation; if bearer, authorized capital must be paid-up in full
- Management of the company may be through a two-tier system with an executive board and supervisory board, or a one-tier system with a single board
- A registered address must be maintained in Curacao, which may be of a licensed management company, or firm of lawyers or accountants
- Shares or debt may be issued publically if approved
- May be converted into a private limited liability company
Private Limited Company (BV)
A private limited company formed in Curacao may not offer its shares publicly, but are generally subject to less regulation and are easier to form.
Key aspects of a Private Limited Company include:
- Formed by 1 or more shareholders, which can be natural persons or legal entities
- No minimum capital requirements
- Shares may or may not have a par value, voting rights or participation rights
- Only registered shares are allowed
- Can be converted into a public limited company
If business activities are limited to lending and investment, financial services, or other related activities, a private limited company may apply for tax exempt status when certain other conditions are met (Covered Sec. 10.6.).
Partnerships
Partnerships in Curacao can be formed as general partnerships or limited partnerships.
Key aspects of a general partnership include:
- Formed by a minimum of 2 general partners
- All partners have unlimited liability for the partnership
- The partnership details must be entered in the Commercial Register
- A general partnership is fiscally transparent
Key aspects of a limited partnership include:
- Formed by a minimum of 1 general partner and 1 limited partner
- General partners have unlimited liability for the partnership, while limited partner's liability is limited to their contribution
- The partnership details must be entered in the Commercial Register except for the details of the limited partners
- A limited partnership is fiscally transparent