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

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.

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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