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Company formation in Aruba

All companies in Aruba, regardless of whether they are sole proprietors, legal entities or branches of a foreign legal entity, are required to register with the Aruba Chamber of Commerce within one week of starting operations in accordance with the Commercial Register Regulation. The procedure for starting operations in Aruba is like a company registration in Poland may vary depending on the chosen legal form.

Aruba offers various legal forms of doing business:
Single-person activity
Companies: vennootschap onder company (VOF) and commanditaire vennootschap (CV)
NV (corporation)
VBA (limited liability company)
AVV (Aruba Exempt Corporation) - a limited company
Foundation
Association

One-person activity and general partnership are often the preferred choice for local beginner entrepreneurs. In the case of capital-intensive or risky ventures, the entrepreneur may choose legal entities such as NV, VBA or AVV.

One-person activity and general partnerships
Sole proprietorship is a legal form with only one owner who is personally responsible for all business activities. It is reserved for residents of Aruba or people considered to be local. When the owner of a single-person household was born in Aruba with Dutch nationality and is at least 18 years of age, he is exempt from the requirement to hold a business license and can arrange to register the only owner in the Chamber of Commerce. Registration is completed within 36 hours while presenting correct documents in the Chamber.

In case the owner is not born in Aruba, but is considered a local, he should first apply for a permit to do business. When more than one person is involved in the activity, partners are required to register a general partnership. The requirements are the same as for a one-person activity.

The citizens of the Netherlands who are born in Aruba do not need a permit to do business. Any partner who does not meet this requirement must submit an application for a license before starting a business.

Setting up NV
Naamloze Vennootschap (NV) is a corporation, according to the law of Aruba. It is set up by a notary public who provides the founding deed. For incorporation NV requires at least two founders, natural or legal persons. The share capital is distributed in shares. Shareholders have limited liability. There is no legal requirement for citizenship or shareholder residences. NV is legally obliged to register in the Aruba Commercial Register and submit an application for a business license in the Department of Economic Affairs.

VBA incorporation
Vennootschap met Beperkte Aansprakelijkheid (VBA) is a limited liability company that requires at least one founder, with no minimum capital. VBA is registered by a notary public who provides the founding act. The founding act may be executed in Dutch or English. After that, the notary will register the VBA in the commercial register. Then you must apply for a VBA business license in the Department of Economic Affairs. The VBA must always be represented by at least one managing director. At least one of the directors or a legal representative must be a resident of Aruba. Permits and restrictions are defined in the founding documents or rules and regulations. Managing directors are responsible for compliance obligations before Chamber of Commerce.

Establishment of AVV
Aruba Exempt Corporation (AVV) is a limited liability company. AVV is registered by a notary public in Aruba, which provides the founding act. Then a certificate of no objection from the Minister of Justice regarding the founding act and the founding documents is required. AVV is represented by the managing director and is legally obliged to be represented at least by one legal representative at all times. The legal representative is not the managing director and is a civil company established and based in Aruba, the subject of which is the representation of AVV, in possession of an appropriate business license.

All AVV companies, including offshore, are required to submit an application for a business license. AVV is a company with a special tax regime. If the activities are limited to predefined areas, the profits generated as part of these activities are exempt from tax in Aruba. The exempt company is still subject to corporation tax but its profits are exempt from tax. If the exempt company performs more than the pre-defined activity, the exempt company is subject to a normal corporate income tax rate of 28%.