Types of Dutch Antilles Companies
Naamloze Vennotschap (NV)
The NV is the most frequent corporate entity. The minimum nominal share capital is NAF1 50,000 (approximately US$30,000.00) whilst, at least, NAF1 10,000 (approximately US$6,000.00) must be paid up. Bearer shares can be issued. At least one managing director must reside in the Netherlands Antilles.
A New Type of Corporate Entity in N.A.
Netherlands Antilles Exempt NABV, was introduced alongside the New Fiscal Framework, in 2001, has the following characteristics:
Unlike the NV, no ministerial Declaration of No Objection is required – incorporation is quick and relatively informal;
No minimum capital requirements;
The Deed of Incorporation can be in any language, although a Dutch or English translation must be attached;
Shares may or may not have a par value, voting rights or participation rights;
Shares must be registered; bearer shares are not permitted and the BV must keep a share register;
The company should prepare annual accounts and have them audited by an independent expert;
The NABV can be exempt from profits tax and withholding tax when it conforms to the following conditions:
The purposes and activities of the BV should consist entirely or nearly so of lending and investment;
Financial services or other activities connected with these, as well as, the licensing of intellectual and industrial properties and similar assets in accordance with the laws of the Netherlands Antilles or the laws of other jurisdictions;
The BV should not be a bank or other body subject to the supervision of the Bank of the Netherlands Antilles;
An application for a 0% tax rate needs to be filed with the tax inspector;
The Board of Directors must consist of resident individuals or resident certified trust companies
|British Based Legal System||No|
|Type of Company||Offshore|
|Disclosure of Beneficial Owner||No|
|Migration of Domicile Permitted||Yes|
|Tax on Offshore Profits||2.4% – 6%|
|Non-English Language Names Allowed||Yes|
|Minimum Number of Shareholders||One|
|Minimum Number of Directors||One|
|Bearer Shares Allowed||Fully paid|
|Corporate Directors Permitted||No|
|Standard Authorised Share Capital||$30,000|
|Local Directors||Yes – One|
|Government Register of Directors||Yes|
|Government Register of Shareholders||Yes|
Recurring Government Costs
|Annual Tax/Licence Fee||$60|
|Annual Return Filing Fee||Nil|
Main Differences between BV and NV Companies
Besloten Vennootschap (BV)
Naamloze Vennootschap (NV)
|Company law||Articles 200 to 258 Book 2 of the Netherlands Antilles Civil Code||Articles 100 to 145 Book 2 of the Netherlands Antilles Civil Code|
|Liability||Limited by shares||Limited by shares|
|Incorporation||articles of association + registration + business license||articles of association + registration+ business license|
|Company name||free+ not identical with or too similar to a name of an existing company. Has to begin or end with the initials BV, or the equivalent words spelled out.||free+ not identical with or too similar to a name of an existing company. Has to begin or end with the initials NV, or the equivalent words spelled out.|
|Accounting obligation||No, each year the management has to prepare annual accounts consisting of at least a balance sheet, a profit and loss account and notes on these accounts.||Only for large N.V.’s. For normal N.V.’s the management has to prepare annual accounts consisting of at least a balance sheet, a profit and loss account and notes on these accounts.|
|Management||Management board and optional supervisory board (one tier board or two tier board)||Management board and optional supervisory board (one tier board or two tier board)|
|Image||very good||very good|
E-Zone Limited Liability Companies
As of April 1, 2001, special tax legislation for international Internet companies on Curacao came into force to create a favorable environment for e-commerce activities based in The Netherlands Antilles.
Only companies with capital divided into shares, such as the Netherland Antilles N.V. may perform activities in the e-zones including trading or providing services to companies located outside the Netherlands Antilles. In order to comply with the legislation, the e-commerce companies must meet certain requirements, and file for the official e zone status.
The profit of companies within the e-zones will be taxed at 2% until January 1, 2026. In addition there is no import duty or turnover tax charged on goods entering the e-zones.
The Tax-Exempt Company
The Netherlands Antilles private limited liability company (BV) can, under certain conditions, be 100% tax-exempt.
Under current legislation the statutory and actual activities of the tax-exempt company must exclusively or almost exclusively consist of investments in debt instruments and/ or securities and/or deposits. Under the new legislation the tax-exempt company may also provide licensing activities with regard to intellectual property rights. In addition, the tax exempt company will be allowed to receive non-qualifying dividends up to a maximum of 5% of its total dividend income.
Non-qualifying dividends are dividends from companies that are established outside of the Kingdom of the Netherlands and that are not subject to a profit tax regime that provides for a minimum profit tax rate of 50% of the Netherlands Antilles profit tax rate, excluding island surcharges, which currently results in a minimum profit tax rate of 15% or a profit tax regime that has been designated by the Minister of Finance of the Netherlands Antilles as a profit tax regime comparable to that of the Netherlands Antilles. The existing tax ruling policy with regard to the taxation of non-risk bearing intra-group finance and license activities will be codified. Taxation on a cost-plus basis, whereby the financing and licensing costs are not included in the taxable base, is confirmed in the new legislation.
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