Curaçao
The Netherlands Antilles

An Attractive Financial and
Tax Planning Centre

General Information and
Corporate Legislation

The Netherlands Antilles are located north of Venezuela with a population of approximately 200,000 people. Technically, they are a constituent part of the Kingdom of the Netherlands but, in reality, are self-governing save for defence and foreign affairs. Unlike many other ‘tax havens’ the Dutch Antilles have had a number of treaty partners apart from the Netherlands.

The Netherlands Antilles (N.A.) was one of the earliest offshore financial and tax planning centers and it continues to be important to this day. N.A. Offshore Companies together with Dutch Companies have been very attractive combinations to tax planners from countries having favourable tax treaties with Holland. In addition to the favorable Tax arrangements with Holland, the features that make the Netherlands Antilles particularly interesting for establishing offshore investment, holding and real estate companies, include:

Population

The population of the Netherlands Antilles is 207,827 (July 1999 est.), a large proportion of which reside on the island of Curacao. Population growth rate: 1.01% (1999 est.).

Ethnic groups: mixed black 85%, Carib Amerindian, white, East Asian.
Religions: Roman Catholic, Protestant, Jewish, Seventh-Day Adventist.

Political Structure

The Netherlands Antilles achieved autonomy in 1954, although it still forms part of the Kingdom of The Netherlands. Foreign affairs and defence remain the responsibility of The Netherlands. The Netherlands Antilles Government function under a democratic system which is derived from the European parliamentary systems. The Netherlands Antilles is regarded as one of the most stable democracies in the region. Hence, NACOs are known for being domiciled in a modern and stable jurisdiction.

The Netherlands Antilles enjoys a legal system based on that of The Netherlands: the Civil or Roman Law system. Rights of Appeal exist from The Netherlands Antilles Court of Appeals to the Supreme Court of The Netherlands, in the Hague.

Infrastructure and Economy

Tourism, petroleum transhipment, and offshore finance are the mainstays of this small economy, which is closely tied to the outside world. The islands enjoy a high per capita income and a well-developed infrastructure as compared with other countries in the region. Almost all consumer and capital goods are imported, with Venezuela, the US, and Mexico being the major suppliers. Poor soils and inadequate water supplies hamper the development of agriculture.

Curacao is one of the most developed islands in the region, with a good infrastructure. Its large International airport can easily handle several jumbo jets simultaneously. Direct flights are available from North America, Latin America, the Caribbean and Europe. Its container terminal and dry-dock are among the largest and most advanced in the Western Hemisphere. A substantial and modern oil refinery and Free Zone also utilise the facilities in and around the natural harbour. Curacao has well maintained roads and its telecommunication facilities link it with direct dealing anywhere.

The main sources of income are derived from the oil refinery, the Free Zone and the financial services industry of Curacao, as well as tourism in all five islands. The Netherlands Antilles enjoys Associate status in the European Economic Community (EEC).

Since the 1940’s, the Government of the Netherlands Antilles has created a favourable climate for offshore companies through special tax provisions and tax treaties, particularly with The Netherlands. Similarly, the U.S.-Netherlands Antilles Tax Treaty was mostly abrogated on 1st January, 1988. The offshore industry has been extremely important for the economy of the Netherlands Antilles as this industry does not only provide the Government with direct and indirect revenue, but it also creates considerable employment opportunities.

One can argue that the offshore industry in the Netherlands Antilles commenced just before the second World War when large Dutch multinational companies made use of the Supra National Act for the Voluntary Transfer of Seat of Legal Entities and transferred their statutory seat from The Netherlands to the Netherlands Antilles to avoid German occupation. Since then, the Netherlands Antilles has developed into one of the major offshore financial centres in the world, with the development peaking in 1984 when virtually every U.S. multinational corporation had a Netherlands Antilles subsidiary and considerable foreign investment in U.S. real property was structured through Netherlands Antilles companies.

Currently, the Netherlands Antilles is popular for the incorporation of the following NACOs: finance companies; mutual funds; ultimate holding and finance companies of multi-nationally operating corporations; shipping companies; trading companies; investment companies; Free Zone companies; royalty holding companies; offshore banks; insurance companies; foundations and limited partnerships.

Languages

Dutch (official), Papiamento (a Spanish-Portuguese-Dutch-English dialect) predominates, English widely spoken, Spanish.

Currency

Netherlands Antilles Florin or Guilder, but U.S. Dollar is in wide circulation. The exchange rate is approximately NAFL 1.80, U.S.$1.00.

Exchange Control

Yes

Type of Law

Based on Dutch Civil Law, with English Common Law influence.

Corporate Legislation

Commercial Code of the Netherlands Antilles, Articles 33-155.

Limited Liability Company (NV)

Requirements

Type of Company for
International Trade, Investment and
Intellectual Property Planning

Offshore companies incorporated under the commercial code of the Netherlands Antilles that have received foreign exchange control permission.

Procedure to Incorporate

Execution of Deed of Incorporation before Notary Public; declaration of no objection to the draft Articles of Incorporation needs to be obtained from Ministry of Justice before incorporation. Once incorporated, an offshore company needs to obtain Foreign Exchange Control exemption and Business Licence.

Restrictions on Trading

Cannot undertake banking or insurance activities. Also cannot undertake investment business other than investment of company’s own assets. It can neither solicit funds from the public or offer its shares to the public. It cannot trade within the Netherlands Antilles.

Powers of Company

A Netherlands Antilles Company has all the powers of a natural person.

Language of Legislation and
Corporate Documents

English

Registered Office Required

Yes. Must be in jurisdiction

Name Approved Required

Yes. By formal request to the Chamber of Commerce

Shelf Companies Available

Yes

Time Scale to Incorporate

10 days

Name Restrictions

A name that is similar to or identical to an existing company. A name that is known to exist elsewhere. A name that implied illegal activities. A name that implies Royal or Government patronage.

Language of Name

The Name of the company can be expressed in any Language, provided it does not contravene the restrictions or consent requirements.

Names Requiring Consent or License

“Bank”, “Insurance” and Trust or foreign language equivalent.

Suffixes to Denote Limited Liability

All Netherlands Antilles companies must include the words “Naamloze Vennootschap” or the abbreviation N.V. Where a company’s activities are outside the Netherlands Antilles and the Articles permit, the suffixes “Limited”, “Ltd”, “Inc.” or “S.A.” are allowable.

Disclosure of Beneficial Ownership to Authorities

No requirement

Share Capital, Taxation, License Fees and

Compliance Matters

Authorised Share Capital

Normally the minimum is US$30,000.

Classes of Shares Permitted

Registered Shares
Bearer Shares
Preference Shares
Redeemable Shares
Shares with or without voting rights
No par value Shares are not permitted

Taxation

Netherlands Antilles companies engaged in domestic business are generally liable to tax rates of between 24% and 30%.

Netherlands Antilles Offshore Companies, i.e. those that derive all their income from outside the Netherlands Antilles are liable to tax rates of between 2.4% and 6%, dependent upon activity.

Investment Holding Companies pay 2.4% on first US$56,000 and 3% on balance.

Trading Companies pay 4.8% on first US$56,000 and 6% on balance, subject to tax ruling.

Double Taxation Agreements

The Netherlands Antilles (Curacao) has Double Taxation Treaties Agreements with:

Argentina
Canada
Cuba
Denmark
France
Japan
Norway
The Netherlands
Surinam
United Kingdom
United States of America
Venezuela

License Fees

Every Netherlands Antilles company must pay an annual fee to the Chamber of Commerce, which is variable and dependent on authorised capital for companies with an authorised capital of U.S.$30,000. The minimum is US$60.

Financial Statement Requirements

Whilst there is no requirement to file Audited Accounts with the Registry, a company is required to present a Tax Return and Profit and Loss Statement and Balance Sheet to the Netherlands Antilles Tax Inspector.

Structure of Management

Directors
Minimum number of Directors

All Netherlands Antilles companies must appoint at least one resident Managing Director.

Company Secretary Required

No

Shareholders
Minimum number of Shareholders

One

Why TBA

What separates us from our competitors is that our services don’t end with the registration of your company. We offer a wide range of additional services others can’t or just won’t offer, such as lifetime free support.

Whilst most providers either specialise on personalized consultation at relatively high rates or run bulk registration factories without any support, we want to offer the positive aspects of both types.
Therefore TBA combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing. Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs

Should you have any question or matter
You would like to discuss or clarify with us

Or

Should you like to receive further Information
About our services and fees, …

Our multi-lingual team of business advisors is happy to assist you with all upcoming questions and issues in relation to your company.

You may call or email us, and we will be happy to assist you in a fast and efficient manner.

You can also come and visit us at our Limassol offices to discuss issues face to face if you prefer. Just arrange an appointment and we will be happy to meet with you.