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Company formation in Curacao

From a structure perspective, Curacao offers the same types of companies as the Netherlands. This means that the following types of companies are available for company registration in Curacao:
- private limited company, which is identical to Dutch BV
- public limited liability company, NV
- a partnership
- sole proprietorship
- foundation.

Curacao is a great place for any online entrepreneur who is interested in starting an international company, with a global strategy to protect wealth. This is definitely one of the best places in the world for an e-commerce company.

Curacao did something really new and different. Curacao is now one of the first places in the world to create a very clear and concise legal framework and system to tax internet businesses. This makes creating and registering a company on Curacao much easier than company registration in Poland and is more understandable.

N.V. it may be formed by one or more persons, who may be both natural and legal persons. The draft founding act should be submitted for approval to the Department of Justice and after its approval formalized by means of a notarial deed. Within a week of the date of registration N.V. must be registered in the commercial register of the Chamber of Commerce and Industry. What's more, the announcement of the establishment of N.V. must be published in the official journal. The company has: a board of directors and a meeting of shareholders. A supervisory board may also be appointed, but this is not required by law.

Until the official announcement and registration of the company in the Commercial Register and until at least 10% of the nominal value of each share issued and subscribed at the time of establishment of NV has been paid, without prejudice to the liability of NV itself, management board members are personally responsible for all actions taken on behalf of the company. In order to control change and meet other legal requirements, the company must have at least one managing director or representative.

Each NV must choose a company name that does not resemble the name of another legal entity in Curacao. The company name must end with the full wording "Naamloze Vennootschap" or its abbreviation "NV".

As with other jurisdictions, NV's statute sets out policies and procedures for conducting business. In Curacao, the company statute is a free form that allows you to write in any language without a specific format.

The partner's liability is limited to the contribution to the share capital. Only one shareholder is required to create an NV. Shareholders can be citizens of any country and can live anywhere. They can be natural or legal persons. A registered agent must keep a register of shares and their owners, such information is confidential and private.

Only one director is required to manage NVs. The sole shareholder may be the only director who has more control. The board of directors can be a one or two-level board. A company secretary is not required.

Each NV must designate a registered local agent whose office may be the headquarters of NV. There is no requirement a minimum share capital, a statute may establish it.

Curacao has liquidated the offshore industry since 2001. Offshore companies existing at that time could still receive tax-exempt benefits until 2019. They will then be subject to the normal corporate tax rate of 22%. However, there is still a "tax-exempt company" which is a choice made by NV. To qualify for a tax exemption, the following conditions must be met:
1. Disclosing to the Government all beneficiaries, managers and financial activities. This means a lack of anonymity, management and privacy in relation to business operations.
2. Income can only be obtained from investments, financial activities and licensing of intellectual and industrial property rights. Other similar rights of use and property may also be licensed to obtain license fees.
3. A maximum of 5% of total income may include dividends paid by subsidiaries that are not subject to a similar tax regime, such as 22% Curacao, paying only 11% or less.

If you want to set up an NV company in Curacao and opt for tax exemption, qualifications are simple. Full transparency of ownership and management. Conduct only business activities related to making investments and / or providing financing (loans) and / or licensing of intellectual and industrial property rights. Also, avoid receiving dividends from subsidiaries that are in tax havens.

In addition to tax-exempt companies and those that pay the normal corporate tax rate of 22%, there are other types of NV companies that qualify for lower tax rates. They include:
- E-Zone Companies: companies whose only business is e-commerce with clients based in other countries and in Curacao. E-Zones companies only pay a corporate income tax rate of 2%.
- Exporting companies: enterprises carrying out export activity, in which at least 90% of their income comes from export to foreign customers, pay a corporate tax of 3.2%.

Audits are not mandatory. Keep the accounting entry. Annual submission of financial statements is not required. Annual tax declaration are not required unless NV is a legal taxable.