Curacao Company Registration

Curacao company registration 

• Specializing in facilitating seamless Curacao company registration, Tetra Consultants, your trusted partners in business establishment, leverage our expertise in successfully assisting numerous entrepreneurs in navigating the intricacies of this jurisdiction. Our adept team excels in guiding clients through the entire process, ensuring a hassle-free experience. Particularly advantageous for those venturing into the online gaming industry, setting up a gambling company in Curacao presents a myriad of benefits. As a respected licensing jurisdiction with a regulatory history dating back to 1996, the Curacao eGaming Authority upholds principles of fairness, player protection, and stringent adherence to regulations.  

• Boasting a flat corporate tax rate of 2% on net profits from online gaming activities, Curacao offers an attractive fiscal environment, amplifying profitability and furnishing businesses with a competitive edge. Catering to various gambling activities, such as casino games, sports betting, and lotteries, Curacao provides a cost-effective alternative for startups and smaller enterprises, rendering it a more accessible option compared to other jurisdictions. Acquiring a Curacao gambling license not only ensures compliance but also opens doors to a global market, allowing businesses to target players across Europe, Asia, and Latin America. Thus, Tetra Consultants is there to provide you with the following services: 

• Curacao company registration 

• Accounting and tax obligations 

• Nominee director and shareholder services 

• Company secretary and registered office address services 

• Obtaining business license and trade permits. 

What are the advantages to the Curacao company registration? 

Tax regime 

• Curacao’s advantageous tax regime offers a range of benefits for businesses, with a low standard business income tax rate of 22%, which is notably lower than rates in the EU and Latin American countries. Moreover, specific profit tax regulations allow for a reduced rate of 15% on the initial ANG500,000 of domestic taxable profits, while designated domestic activities can qualify for an even lower 3% profit tax rate. The territoriality principle further exempts foreign taxable profits from business income tax, presenting a compelling fiscal environment for entrepreneurs and businesses establishing themselves in Curacao. 

Unlimited dividend withdrawals 

• Unrestricted dividend withdrawals in Curacao offer substantial advantages to business proprietors, fostering flexibility and potential financial gains by enabling companies to effectively manage profits and shareholder remuneration. Complemented by a favorable tax regime featuring low rates, ranging from 0 to 3% under specific conditions, Curacao’s appeal for businesses is heightened. Moreover, the straightforward company setup and licensing procedures, coupled with accessible expert guidance, contribute to Curacao’s allure as an ideal destination for company formation. 

Cost-efficient setup 

• Curacao company register process is renowned for its cost-effectiveness and simplicity, appealing to entrepreneurs. The jurisdiction boasts a streamlined process without the need for personal presence. Tetra Consultants aid in paperwork and legal requirements, sparing entrepreneurs from navigating the process independently. Expert guidance and modern ICT infrastructure further enhance Curacao’s attractiveness for company formation. 

No minimum capital requirement 

• In Curacao, there are no mandatory capital requirements for company formation, granting businesses flexibility. While there is no specified minimum capital, it is crucial to maintain shareholders’ net equity above zero throughout post-incorporation. This adaptable approach enables businesses to tailor their capitalization to fit their unique needs and resources. Additionally, share capital can be in one or multiple currencies, and shares may or may not have a par value, providing additional flexibility. The absence of strict capital mandates enhances Curacao’s allure as a jurisdiction for entrepreneurs desiring a business-friendly environment with fewer regulatory burdens. 

Are foreigners allowed for the Curacao company registration? 

• Curacao warmly welcomes international entrepreneurs and businesses, allowing foreigners to establish companies with ease. The jurisdiction ensures a hassle-free company formation process, devoid of any restrictions on non-residents owning businesses. Professional services such as Tetra Consultants providers facilitate the registration and licensing procedures with the Curacao Chamber of Commerce and Industry, while the government has streamlined the process, eliminating the need for personal presence. This accessibility makes Curacao an attractive destination for both local and foreign business owners seeking to establish their ventures. 

• At Tetra Consultants, we offer comprehensive support throughout every stage of company formation in Curacao. From nominee director and shareholder services and acquisition of trade licenses and business permits to legal drafting and beyond, our expert team ensures a smooth and successful experience for our clients. With our assistance, entrepreneurs can confidently navigate the complexities of Curacao’s business landscape, positioning their ventures for growth and prosperity in this dynamic jurisdiction. 

How long does it take for Curacao company registration? 

• Embark on your journey towards Curacao company registration seamlessly with Tetra Consultants. Our seasoned experts guarantee efficient company setup within xxx weeks, the timeline varying based on company type and document readiness. The registration process typically necessitates notarized documentation, including a certified true copy of a valid passport, ID card, or driver’s license, personal reference letters, and other requisite due diligence documentation. 

• Beyond registration, we facilitate prompt corporate bank account opening services within 4 weeks of incorporation, ensuring swift financial transactions for your business. Rest assured, these requirements are effortlessly fulfilled by Tetra Consultants, streamlining your Curacao company register process. 

Types of business structures prevalent in Curacao   

Limited Liability Company (NV) 

• The Limited Liability Company (NV) stands out as a popular business structure in Curacao, prized for its advantageous features. It is recognized as a legal entity with shares that are either registered transferable shares or shares made out to bearer, providing flexibility in ownership. Notably, foreigners can fully own the shares, fostering an inclusive business environment.  

• Incorporation requires the completion of a notarial deed and registration with the Commercial Registry, ensuring legal compliance. The NV is versatile, accommodating various business activities such as investments and financing. Renowned for its flexibility and offering limited liability, the NV remains a preferred choice for both local entrepreneurs and foreign investors seeking opportunities in Curacao. 

• There are various statutory requirements of limited liability company in Curacao which are as follows; 

• If provided for in the articles of association, an NV may have a supervisory board to oversee the management of the company, which must exclusively consist of natural persons. 

• At least one managing director must be a resident of Curacao, either an individual or a corporation.
  
• The NV can be formed by one or more shareholders, who can be non-residents, natural persons, or corporate bodies. 

• There is no minimum share capital requirement. 

• A registered office address within Curacao. 

• Worried about the requirements of local directors and shareholders? You do not need to worry about it. Start engagement with Tetra Consultants now and enjoy your company incorporation seamlessly. Our experts are also well-equipped to provide offshore company incorporation to our clients.  

Private Limited Liability Company (BV) 

• Private Limited Liability Company (BV) offers a versatile alternative to the NV (public limited liability company). While sharing similarities, the BV distinguishes itself with registered shares exclusively and the flexibility to tailor dissolution methods within its articles of association. Notably, the BV can adopt a “managed by shareholders” structure, streamlining corporate decision-making and management processes for greater efficiency. There are various statutory requirements which are as follows: 

• It only requires two shareholders (a minimum of one resident of Curacao) to incorporate, and nominee directors and shareholders can be used. 

• BV in Curacao can be managed by one or more directors, and at least one director must be resident in Curacao. 

• The minimum capital requirement for a BV in Curacao is ANG1 (Netherlands Antillean Guilder), which is approximately USD 0.56. 

• There is no requirement to appoint a company secretary for a BV in Curacao. 

• A registered office address within Curacao. 

• Such business structures also require specific business licenses and trade permits which can be obtained with the help of Tetra consultants. We have expertise in obtaining various business licenses including offshore financial licenses for our clients. Not limited to this, we can also assist with international trademark registration to secure your trade name and uniqueness at an international level.  

Curacao foundation 

• The Curacao Foundation operates as a non-profit organization dedicated to enhancing the welfare, education, and financial prosperity of the local Latino community. Through initiatives like the Neighbor Support Fund and the Children’s Foundation, it extends vital assistance by providing essential household items to underprivileged children at no cost. It is essential to differentiate the Curacao Foundation from the Curacao Private Foundation, which serves as a distinct legal entity for asset-holding purposes for individuals and families. 

Private Foundation (SPF) 

• A Curacao Private Foundation, known as Stichting Particulier Fonds or SPF, serves as an independent legal entity utilized for safeguarding assets and facilitating estate planning by both residents and non-residents. Established through a notarial deed and governed by the SPF law of 1998, this foundation is adept at managing and preserving beneficiaries’ assets, including shares in other legal entities, real estate holdings, deposits, and royalties.  

• Its primary utility lies in international tax and estate planning strategies, often benefiting from tax exemptions on profits and capital gains if it generates passive income exclusively. Formation of an SPF is expedited, typically occurring within a few days, and offers advantages such as privacy, comprehensive estate planning capabilities, and asset safeguarding. Remarkably, it operates without the need for government registration, and crucially, details regarding the founder and economic beneficiaries remain undisclosed in public records, ensuring confidentiality and discretion. 

Partnerships 

• The legal framework acknowledges three distinct forms of partnerships: public partnership (Openbare Vennootschap), silent partnership (Stille Vennootschap), and limited partnership (Commanditaire Vennootschap – CV).  

• First, the public partnership conducts professional or business activities and can convert into an N.V. or B.V., automatically granting partners the status of shareholders in proportion to their previous ownership. Registration with the Commercial Registry of the Chamber of Commerce is mandatory for this type of partnership. 

• Secondly, the silent partnership is not classified as a public partnership and does not engage in professional or business endeavors. Finally, the limited partnership operates similarly to a public partnership but features a clear distinction between general/managing partners and limited/”silent” partners. General/managing partners oversee the affairs of the CV and represent it in transactions, being jointly and severally liable for any resulting debts. Conversely, the liability of limited/”silent” partners is restricted to the extent of their contributed capital. 

• Partnerships in Curacao can be established through either a notarial or private deed and are required to be registered at the Commercial Registry of the Chamber of Commerce.  This registration process encompasses the inclusion of comprehensive details regarding the partnerships and the respective partners involved, ensuring transparency and regulatory compliance within the jurisdiction. The private deed or the agreement can be drafted and notarized by Tetra Consultants while adhering to all the requirements and comprehensive details. 

Sole proprietorship 

• A sole proprietorship merges the owner and business into a single entity, blending personal and business assets and liabilities. Creditors of the proprietorship can pursue claims against the owner’s individual property, while private creditors also have access to the business assets.  

• For owners originating from outside Curacao, a business license is necessary to establish a sole proprietorship, without the need for a management license. To initiate sole proprietorship, a formal request can be submitted to the Ministry of Economic Affairs. This structure simplifies operations but entails personal financial risks for the owner, given the absence of legal separation between personal and business assets. 

Branch office 

• To establish a branch office in Curacao, a foreign company must adhere to certain requirements. Here are the various statutory requirements: 

• A company should have at least one local managing director or a local representative to obtain a business license for the branch. 

• The company must have a registered office in Curacao. 

• Companies in Curacao may appoint a secretary (not mandatory). 

• A foreign entity needs a business license to operate a branch office in Curacao. 

• Such requirements may seem extensive to many, but Tetra Consultants’ support and assistance can help you to comply with all the requirements for your business structure and ensure an effective and seamless way of incorporation. 

How to proceed with Curacao company registration? 

Step 1: Pick a jurisdiction 

• Tetra Consultants conducts thorough research on various jurisdictions, assessing their legal and regulatory frameworks to determine suitability for intended business activities. With Tetra Consultants, clients receive expert guidance in selecting the most appropriate jurisdiction and ensuring compliance with all regulatory requirements. Our dedicated team navigates the complexities of legal and regulatory landscapes, providing comprehensive support to businesses aiming to establish themselves in a jurisdiction conducive to their specific business activities. 

Step 2: Choosing a name for a future company in Curacao 

• At Tetra Consultants, we facilitate the seamless registration of companies in Curacao. To ensure a smooth process, we recommend clients to provide us with three variant names for their company. Once we receive the variant names from the client, we undertake a thorough check to verify the availability of these names for registration. If all three names are available, we present them to the client as options for their final choice. However, if any of the variant names are already taken, we inform the client and request additional names from them. This ensures that we have a pool of options to work with, increasing the likelihood of securing a unique and available name for the company. 

• Upon finalizing the company name, we proceed with the registration process, ensuring all legal requirements are met and necessary documents are submitted to the relevant authorities in Curacao. 

Step 3: Compile necessary documents 

• Tetra Consultants offers legal drafting services to assist you in preparing notarized documentation required for various purposes, including opening a corporate bank account. Our expert team ensures the meticulous drafting of certified true copies of essential identification documents, such as passports and ID cards or driver’s licenses. Additionally, we facilitate the preparation of personal reference letters from reputable banks, tailored to meet the specific requirements of your banking institution. Trust Tetra Consultants to handle the legal drafting process with precision and efficiency, enabling you to fulfill the necessary documentation seamlessly. 

Step 4: Comply with pre-requisites 

• There are various pre-requisites depending on the business structure you have chosen. Various pre-requisites for private limited liability company which are as follows: 

• It only requires two shareholders (a minimum of one resident of Curacao) to incorporate, and nominee directors and shareholders can be used. 

• BV in Curacao can be managed by one or more directors, and at least one director must be resident in Curacao. 

• A registered office address within Curacao.
  

• The minimum capital requirement for a BV in Curacao is ANG 1. 

• There is no requirement to appoint a company secretary for a BV in Curacao. 

Step 5: Preparation of registration forms 

• Tetra Consultants compiles a comprehensive package of documents for submission to the Register, using the client’s provided data. This meticulous process ensures accuracy and compliance with all legal requirements, facilitating a smooth and efficient registration process for our clients in Curacao. 

Step 6: Submission of the documents 

• Following the meticulous compilation, Tetra Consultants submits the package of documents to the Register. Subsequently, our dedicated team ensures prompt processing by the Curacao company registrar. Upon completion, the company’s information is entered into the Register database, marking a significant milestone in the successful establishment of our client’s company in Curacao. 

Step 7: Obtaining confirmation of company registration 

• Once the company is registered in the database, Tetra Consultants provides access to its registration data. Clients can request paper versions of statutory documents with or without certification as needed. Our specialists offer assistance with all necessary certification processes such as notarization, apostille, and translations into other languages, ensuring comprehensive support for our clients’ needs. 

Step 8: Open a corporate bank account 

• At Tetra Consultants, we offer corporate bank account opening services to streamline the process for our clients. With our assistance, you can open a bank account with your preferred financial institution within 4 weeks of incorporation. Our experienced team will guide you through the selection of a suitable bank based on your specific business needs and preferences. Whether you prioritize international banking services, favorable transaction fees, or specialized financial products, we will help you choose the right bank to meet your requirements. 

What are the minimum regulatory requirements for the Curacao company registration? 

• For Private Limited Liability Company (BV) minimum regulatory requirements includes: 

Directors and shareholders requirements 

• At least one local director is required. 

• No limitation on the number of managing directors. 

• Managing directors need a residence and a work permit to work in Curacao. 

• Expatriates with a Dutch passport does not need a working permit. 

• A minimum two shareholders are required, with at least one being a resident of Curacao. 

General requirements 

• The minimum capital requirement for a BV in Curacao is ANG1. 

• The company must have a registered office in Curacao. 

• A business establishment permit is required for all businesses to start doing business in Curacao. 

• The BV is incorporated by a notarial deed executed by one or more incorporators before a civil law notary in Curacao.  

What are the documents required for the Curacao company registration? 

• The document requirements for Curacao company registration vary based on the specific business structure and activities involved. While the exact list of documents may differ depending on your business, a generalized overview includes various essentials. If you seek a comprehensive list tailored to your Curacao company registration, Tetra Consultants is well-equipped to provide detailed guidance and documentation assistance suited to your needs. 

• Valid identification documents including notarized copy of passports of directors, shareholders, and UBO’s. 

• Original bank reference letter 

• Original personal reference letters from a reputable bank and a professional advisor. 

• If more than one shareholder represents the company, the shareholding of each shareholder must be indicated. 

• Certificate of Good Standing Registry Certified 

• Certificate of Good Standing Apostilled 

• Articles of Association and Memorandum of Association 

• Completed beneficiary declaration of sufficiency of funds 

• Notarized and apostilled confirmation of residence address for each founder and director of the company. 

Accounting and tax obligations 

• Adherence to accounting and tax obligations is paramount for maintaining a company’s financial health and compliance. Tetra Consultants provide extensive accounting and tax solutions, ensuring punctual submission of accounts and precise tax returns. 

• Outsourcing these services offers significant economic benefits, enabling businesses to concentrate on their core activities while ensuring compliance with regulations. With Tetra Consultants, companies in Curacao can effortlessly manage their accounting and tax responsibilities, enhancing their economic management and regulatory compliance. 

Accounting obligations: 

Financial reporting 

• Compliance with specific financial reporting obligations is essential when establishing a company in Curacao. These requirements encompass the preparation and submission of annual financial statements and reports, due by the end of March. Additionally, these financial statements must adhere to generally accepted standards, offering a comprehensive overview of the company’s financial status. Ensuring adherence to these obligations is vital for the successful operation of a company in Curacao. 

Accounting standards 

• Companies are required to prepare and submit financial reports by the end of March, ensuring compliance with generally accepted standards to convey a thorough understanding of the company’s financial standing. The management board is tasked with compiling financial statements within eight months following the conclusion of the financial year. These statements include, at minimum, a balance sheet, a profit and loss statement, and an accompanying explanatory note. 

Audit requirements 

• Audit requirements in Curacao vary based on company size and structure. Large companies are mandated to undergo auditing of their accounts. Alternatively, Tax-exempt BVs are obligated to have their accounts verified and endorsed by an independent expert, such as a registered accounting consultant or a certified public accountant. 

Tax obligations: 

Corporate Tax Rate 

• In Curacao, the standard corporate tax rate stands at 22% for worldwide income. Nonetheless, exemptions are accessible, including the E-Zone Regime catering to international e-commerce firms, Export Regime Companies, and Tax Exempt NVs. 

• The tax authorities in Curaçao have implemented a policy of immediate criminal prosecution for failing to file corporate income tax returns. This policy is temporary and aims to improve tax return compliance, with criminal prosecution beginning immediately if a taxpayer does not fully comply with the obligation to file a tax return within the set period. 

Audit report 

• While all companies established in Curacao must file an annual tax return, only large companies must undergo audit of their accounts. 

Sales tax on consumption 

• Curacao implements a consumption-based sales tax system, applicable throughout the production and distribution phases of most goods and services. The standard sales tax rate is 6%, with varying rates applied to specific goods and services. For instance, hotel accommodation incurs a 7% tax, while food and drinks typically carry a 9% rate, excluding exempted essentials like bread and eggs. While consumers ultimately bear the sales tax embedded in prices, businesses handling goods or services are responsible for charging, collecting, and remitting the tax to the relevant tax authority. Moreover, penalties may be imposed by the tax authority if sales tax returns are not submitted on time, and the penalties may amount to a maximum of ANG10,000. 

Why proceed with Curacao company registration? 

Political 

• The political landscape is characterized by stability and reliability due to its status as a constituent country within the Kingdom of the Netherlands. This affiliation provides businesses with a well-established legal and political framework, offering assurance and predictability for operations. Curacao benefits from the governance structure and regulatory standards of the Netherlands, fostering an environment conducive to business growth and development. The political stability and support from the Dutch government contribute to investor confidence and facilitate smooth company formation processes in Curacao, promoting a favorable climate for entrepreneurial endeavors. 

Economical 

• The territory’s adoption of a territorial tax system stands out as a significant advantage. This system exempts profits derived from foreign sources from taxation, rendering Curacao an appealing destination for international businesses seeking favorable tax conditions. Moreover, the standard corporate tax rate of 22%, coupled with reduced rates for specific domestic activities, enhances the overall attractiveness of Curacao for company formation. These economic policies foster a conducive environment for businesses to thrive, encouraging investment and facilitating sustainable growth in the jurisdiction. 

Social 

• Social factors play a crucial role in company formation in Curacao, where the official languages of Dutch and Papiamentu reflect the territory’s cultural diversity. This linguistic diversity is advantageous for businesses, as it ensures access to a skilled and multilingual workforce. The availability of a diverse talent pool enhances collaboration and communication within organizations, facilitating smoother operations and greater efficiency. Additionally, Curacao’s culturally rich environment fosters an inclusive workplace culture, attracting both local and international talent. 

Technological 

• Technological factors significantly influence company formation in Curacao, with the territory offering a favorable environment for electronic communication and international trade. The adoption of advanced technological infrastructure facilitates seamless communication and efficient business operations, essential for companies establishing themselves in the global market.  
• Moreover, Curacao’s territorial tax system, complemented by its technological advancements, enhances the efficiency of international trade activities by streamlining financial transactions and reducing administrative burdens. 

Environmental 

• Environmental considerations are paramount in the context of company formation in Curacao, particularly due to the significant impact of the oil refinery on the country’s economy. The refinery historically contributed approximately 8 percent to the gross domestic product (GDP) of Curacao. However, transitioning to lower emissions necessitates time and substantial investments.  

• Local advocacy groups are actively promoting sustainable alternatives for the refinery, reflecting a growing awareness and emphasis on environmental sustainability within the business landscape. As a result, companies considering formation in Curacao must carefully consider and align with environmentally friendly practices to mitigate adverse impacts and contribute positively to the local ecosystem. 

Legal 

• Legal considerations are pivotal in the formation of companies in Curacao, where strict requirements mandate the submission of annual financial statements and reports. While only large companies undergo audit procedures, Tax-exempt BVs must ensure their accounts are verified by independent experts. Notably, Curacao’s flexible incorporation regulations eliminate minimum capital requirements, facilitating the establishment of businesses with varied financial capacities.  

• Furthermore, the jurisdiction’s commitment to privacy is evident in its non-disclosure of beneficial owner information, providing confidentiality and discretion to businesses operating within its legal framework. These legal factors collectively contribute to Curacao’s appeal as a conducive environment for company formation. 

Looking for a Curacao company registration? 

• Contact us to know more about Curacao company registration and our experts will revert within the next 24 hours. 

FAQs

Is there a minimum capital requirement for company registration in Curacao?

Are there any special permits required for specific industries in Curacao?

Do I need a local registered office or address for my company in Curacao?