Company Registration in Curaçao

Company Registration in Curaçao

Curaçao: General Information about the Jurisdiction

  • Curaçao is an island located in the southern part of the Caribbean Sea. It covers an area of approximately 444 square kilometres and is home to over 150,000 people. The official languages spoken are Dutch, English, and Papiamentu. Some residents also speak Spanish.
  • Curaçao is a constituent country within the Kingdom of the Netherlands. Consequently, its territory is de facto part of the European Union. However, it’s important to emphasise that Curaçao has a certain level of independence from its sovereign state and possesses its own currency—the Netherlands Antillean Guilder (ANG).
  • The capital of Curaçao, Willemstad, serves as the business, financial, and cultural centre of the country. The harbour and historic districts of Willemstad were inscribed on the UNESCO World Heritage List in 1997.
  • Curaçao is a participant in the 1961 Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (Apostille Convention). In practice, this means that a document bearing an apostille stamp is accepted in all other member countries of the convention. This saves entrepreneurs time and resources on legalisation procedures for using documents outside of Curaçao.
  • Curaçao boasts a well-developed economy. The government actively attracts foreign investment. The main sectors of Curaçao’s economy include tourism, oil refining and transport, financial services, trade, and industry.
  • Curaçao is a civil law jurisdiction. The country’s legal system is based on Dutch legal norms. The Curaçao Civil Code comprehensively regulates matters related to contracts, business, finance, and legal liability.
  • Curaçao is a suitable jurisdiction for those who wish to register an offshore company, obtain a licence to conduct cryptocurrency activities, or open an online casino.

Types of Companies in Curaçao

The most popular types of companies that can be registered in Curaçao are the NV (Naamloze Vennootschap, also known as a public limited company) and the BV (Besloten Vennootschap, also known as a private limited company). The BV is the most commonly used type of company for offshore business due to its flexibility, as the shareholders and managing directors can be the same individuals.

A private foundation (Stichting Particulier Fonds) is a separate legal entity that can be established to protect assets and facilitate estate planning. In concept, a foundation is similar to a trust: it has no members or shareholders, the foundation itself is the owner of the assets, and the identity of the beneficiary is not disclosed publicly. The advantages of a foundation also include the absence of requirements for a minimum capital amount and the confidentiality of assets.

Two types of partnerships can be registered on the island. In the case of a partnership with unlimited liability, each partner is liable for all the debts of the partnership. Limited liability partners contribute a specific amount of capital to the partnership, and their liability is limited to that amount.

To stimulate exports, create jobs, and promote overall economic growth, the government of the Netherlands Antilles introduced legislation on E-zones in 2001. Economic Zones are specially designated areas within the Netherlands Antilles from which business can be conducted with the rest of the world. Thanks to low taxation, business-friendly legislation, and a well-structured business environment, Curaçao is currently a highly attractive destination for e-commerce companies.

General Information about Companies in Curaçao

Curaçao Company Register

The Commercial Register is maintained by the Curaçao Chamber of Commerce and Industry and is public. The register contains basic information about all companies registered in the jurisdiction, including the date of registration, registration number, and details of the director.

Information about Directors

The register discloses the full name, date and place of birth, and citizenship of the company’s director.

Information about Shareholders

The shareholders of a company registered in Curaçao are not publicly disclosed in the company register. However, their details are known to the Chamber of Commerce and Industry.

Disclosure of Information about the Beneficial Owner

On 8 June 2024, the National Decree on the Registration of Ultimate Beneficial Owners (UBO) came into force in Curaçao. In connection with this, the Curaçao Chamber of Commerce and Industry created a separate UBO Register. Access to the UBO Register is granted only to competent authorities, such as the prosecutor’s office, the central bank, and the tax inspectorate.

Is a Registered Office or Local Address Required for a Company in Curaçao?

Every company registered in Curaçao is required to have a registered office.

Can Foreigners Own 100% of a Company in Curaçao?

Foreign investors can wholly own a company in Curaçao without the need to use a local partner or shareholder.

Are Any Special Permits Required to Operate in Certain Industries in Curaçao?

Certain sectors, such as online gaming, financial services, and maritime shipping, may require additional licences or permits.

Taxation

The corporate income tax rate in Curaçao is 22%; however, private limited companies (BV) and public limited companies (NV) are eligible for a 0% exemption when certain conditions are met. Additionally, no VAT is charged on sales to foreign clients. Curaçao companies wishing to benefit from the zero-tax status cannot conduct business within the territory of Curaçao.

The corporate income tax rate for E-zone companies is fixed at 2% until the end of 2025. Moreover, E-zone companies are exempt from turnover tax, import duties, export duties, sales tax, and excise duties. Curaçao also does not levy income tax on dividends distributed to shareholders of E-zone companies.

Financial Reporting and Audit

A company’s financial statements in Curaçao are prepared annually and provided to shareholders for approval. Financial statements submitted to the tax inspectorate are not available for public viewing. An audit is not mandatory for most legal entities.

International Cooperation in the Tax Sphere

Currently, the National Decree on the Prevention of Double Taxation is in force in Curaçao, which came into effect on 19 October 2022. It includes rules stating that it is applied only in situations where double taxation is not prevented by any other means, such as through tax treaties. To apply the National Decree, the income must also be taxed abroad.

To date, separate double taxation agreements have been concluded with the Netherlands and Malta.

The Online Gaming Industry in Curaçao

Curaçao’s economy significantly depends on the iGaming industry (online gambling), which was legalised by the National Ordinance Offshore Games of Hazard in 1996. Since then, the state has developed an efficient licensing process for gaming companies. This has made the island a hub for entrepreneurs wishing to obtain Curaçao online casino licences.

The procedure for obtaining a licence is straightforward compared to other countries and does not require large investments. The licence covers a wide range of gaming activities, making it versatile for companies offering sports betting, online casinos, and other forms of iGaming.

To obtain a gaming licence in Curaçao, you need to:

  • Register a company on the island and have a registered office in Curaçao;
  • Submit an application to the Curaçao Gaming Control Board;
  • Comply with anti-money laundering and counter-terrorist financing requirements. These include, for example, conducting Customer Due Diligence (CDD), implementing Know Your Customer (KYC) practices, and identifying Ultimate Beneficial Owners (UBO). Compliance with these procedures ensures that online gaming operators can operate in a safe, reliable, and trustworthy environment;
  • Appoint key personnel;
  • Pay an annual licence fee of 120,000 ANG.

Thus, registering a company in Curaçao is a promising option for developing your business, especially if you wish to operate globally. Entrepreneurs choose Curaçao because of its favourable tax regime and attractive business environment, competitive corporate tax rates, asset protection, and access to special economic zones such as E-zones.

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