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Hortizon B.V. your personal office
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 Hortizon B.V.
 Carmelitessenstraat 2
 6041 CA Roermond

 Tel.:  0031 (0) 475 331 320
 Fax.: 0031 (0) 475 331 594

 www.personaloffice-bv.com
 
 

Netherlands Antilles

> Key Corporate Features
> General Information
> Company Information
> Compliance

Key Corporate Features

General

Type of Company:
Common or Civil law:
Migration of Domicile Permitted:
Tax on Offshore Profits:
Language of Name:
 
Corporate Requirements
 
Min. No. of Shareholders / Members:
Min. No. of Directors / Managers:
Corporate Directors / Managers Permitted:
Company Secretary Required:
Usual Authorised Share Capital:
 
Local Requirements
 
Registered Office / Agent:
Company Secretary:
Local Directors:
Local Meetings:
Government Register of Directors / Managers:
Government Register of Shareholders / Members:
 
Annual Requirements
 
Annual Return:
Submit Accounts:
 
Recurring Government Costs
 
Minimum Annual Tax/Licence Fee
Annual Return Filing Fee
NV
Civil
Yes
2,4% - 6%
Latin alphabet
 
 
 
One
One
Yes
No
US$ 30.000
 
 
 
Yes
No
Yes - one
Yes
Yes
No
 
 
 
Yes
Yes
 
 
 
US$ 34
N/A
 

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General Information

Once the center of the Caribbean slave trade, the island of Curacao was hard hit by the abolition of slavery in 1863. Its prosperity (and that of neighboring Aruba) was restored in the early 20th century with the construction of oil refineries to service the newly discovered Venezuelan oil fields. The island of Saint Martin is shared with France; its southern portion is named Sint Maarten and is part of the Netherlands Antilles; its northern portion is called Saint-Martin and is part of Guadeloupe (France).

The Netherlands Antilles consists of five islands in the Caribbean. The Leeward Islands, Curacao and Bonaire are approximately 30 km north of Venezuela. The Windward Islands of St. Maarten, St. Eustatius and Saba are about 160 km east of Puerto Rico. Curacao is the main island in the Netherlands Antilles. The total land area is 960 sq. km. Aruba became independent from the Netherlands Antilles in 1987 but remains part of the Kingdom of the Netherlands.

The Netherlands Antilles achieved autonomy in 1954, although it still forms part of the Kingdom of the Netherlands. Foreign affairs and defence remain the responsibility of The Netherlands. The Netherlands Antilles Government function under a democratic system, which is derived from European parliamentary systems. The Netherlands Antilles is regarded as one of the most stable democracies in the region. The population of the Netherlands Antilles is approximately 224.000, a large proportion of which resides on the Island of Curacao.

The Netherlands Antilles enjoys a legal system based on that of The Netherlands: the Civil or Roman Law system. Rights of Appeal exist from the Netherlands Antilles Court of Appeals to the Supreme Court of the Netherlands, in the Hague. The Netherlands Antilles enjoys associate status of the European Union.

Tourism, petroleum refining, and offshore finance are the mainstays of this small economy, which is closely tied to the outside world. Although GDP has declined or grown slightly in each of the past eight years, the islands enjoy a high per capita income and a well-developed infrastructure compared with other countries in the region. Most of the oil Netherlands Antilles imports for its refineries come from Venezuela. Almost all consumer and capital goods are imported, the US and Mexico being the major suppliers. Poor soils and inadequate water supplies hamper the development of agriculture. Budgetary problems hamper reform of the health and pension systems of an aging population.

Currently, the Netherlands Antilles is popular for the incorporation of the following Netherlands Antilles Companies: finance companies; mutual funds; ultimate holding and finance companies of multi-national operating corporations; shipping companies; trading companies; investment companies; Free Zone companies; royalty holding companies; offshore banks; insurance companies; foundations and limited partnerships. Netherlands Antilles Companies are known for being domiciled in a modern and stable jurisdiction.

The official and spoken language is Dutch. However, English and Spanish are spoken widely and a local dialect, called "Papiamento", is spoken.

Currency: The Netherlands Antilles Florin or Guilder. The US Dollar is in wide circulation. There are no exchange controls. The law system is based on Dutch Civil Law, with English Common Law influence. The principal corporate legislation is the Commercial Code of the Netherlands Antilles, Articles 33 - 155.

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Company Information

Offshore companies are incorporated under the commercial code of the Netherlands antilles. This company type serves international trade and investment.

Incorporation is easy. The procedure: execution of Deed of Incorporation before a notary public. The declaration of no objection to the draft articles of incorporation needs to be obtained from the Ministry of Justice before incorporation. Once incorporated, an offshore company needs to obtain a business licence.

Without a special permit, an offshore company cannot undertake banking or insurance activities. It also cannot undertake investment business other than investment of a company's own assets. It can neither solicit funds from the public nor offer its shares to the public. It cannot trade within the Netherlands Antilles. A Netherlands Antilles company has all the powers of a natural person. The language of legislation and corporate documents is English.

The time to incorporate is about 10 days. A registered office must be maintained in the Netherlands Antilles at the address of a licensed trust and management company, a law firm or accountancy firm. A registered agent is required. A name approval ist required by formal request to the Chamber of Commerce. Shelf companies are available.

The following name restrictions apply: a name that is similar to or identical to an existing company, a well known name that is known to exist elsewhere, a name that implies illegal activities, a name which in the opinion of the Registrar is considered undesirable, obscene or offensive and a name that implies royal or government patronage.

The name of the company can be expressed in any language using the Latin alphabet. The Registrar may request a Dutch or English translation to ensure that the proposed name does not contravene name restrictions. The following names require consent or a licence: bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, co-operation, council, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries.

All Netherlands Antilles companies must include the words Naamloze Vennootschap or the abbreviation NV. Where a company's activities are outside the Netherlands Antilles and the Articles permit, the suffixes Limited, Ltd, Inc or SA are allowable. There's no requirement to disclose beneficial ownership to authorities.

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The minimum authorised share capital is US$ 30,000, of which at least US$ 6,000 must be issued and fully paid up.

The following classes of shares are permitted: registered shares, bearer shares, preference shares, redeemable shares and shares with or without voting rights. No par value shares are permitted. Bearer shares are permitted, but must be fully paid up.

Netherlands Antilles offshore companies, i.e. those that derive all their income from outside the Netherlands Antilles, are liable to tax rates of between 2,4% and 6%, dependent upon activity. Investment holding companies pay 2,4% on first US$ 56,000 and 3% on balance. Trading companies pay 4,8% on first US$ 56,000 and 6% on balance, subject to tax ruling. The Netherlands Antilles has double tax treaty agreements with Norway and The Netherlands.

Every Netherlands Antilles company must pay an annual fee to the Chamber of Commerce, which is variable and dependent on authorised capital. The minimum is US$ 34.

While there is no requirement to file audited accounts with the registry, a company is required to present a tax return and profit and loss statement and balance sheet to the Netherlands Antilles tax inspector.

All Netherlands Antilles companies must appoint at least one resident managing director. The minimum number of directors is one. Additional foreign resident directors may be appointed, who may be of any nationality. Corporate directors are permitted. A company secretary is not required. The minimum number of shareholders is one.

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