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  Professional offshore incorporations and offshore banking services since 1996

 

Company Incorporation
Netherlands Antilles

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We are pleased to provide a summary of the salient features of companies incorporated in the Netherlands Antilles.


[ BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES & COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]


CORPORATE FEATURES

GENERAL
Type of Company

Offshore

Political Stability

Good

Common or Civil Law

Civil

Disclosure of Beneficial Owner

No

Migration of Domicile Permitted

Yes

Tax on Offshore Profits

2.4%-6%

Language of Name

Latin Alphabet

CORPORATE REQUIREMENTS
Minimum Number of Shareholders

One

Minimum Number of Directors

One

Bearer Shares Allowed

Yes

Corporate Directors Permitted

Yes

Company Secretary Required

No

Standard Authorised Share Capital

US$ 30,000

LOCAL REQUIREMENTS
Registered Office/Agent

Yes

Company Secretary

No

Local Directors

Yes - One

Local Meetings

Yes

Government Register of Directors

Yes

Government Register of Shareholders

No

ANNUAL REQUIREMENTS
Annual Return

Yes

Submit Accounts

Yes

RECURRING GOVERNMENT COSTS
Minimum Annual Tax/Licence Fee

US$ 34

Annual Return Filing Fee

N/A


GENERAL INFORMATION

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.

POPULATION

 

The population of the Netherlands Antilles is approximately 200,000, a large proportion of which resides on the Island of Curacao.

POLITICAL STRUCTURE

 

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 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.

INFRASTRUCTURE AND ECONOMY

Curacao is one of the most developed islands in the region. The main sources of income are derived from the oil refinery, the Free Zone and the financial services industry, all on Curacao, as well as tourism in all five islands.

Since the 1940’s, the Government of the Netherlands Antilles has created a favourable climate for offshore companies through special tax provisions and tax treaties, particularly with the Netherlands. The offshore industry has been extremely important for the economy of the Netherlands Antilles as this industry not only provides the Government with direct and indirect revenue, but also creates considerable employment opportunities.

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.

LANGUAGE

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 and has a fixed rate of exchange to the Netherlands Antilles Florin of 0.56.

EXCHANGE CONTROL

No.

TYPE OF LAW

Based on Dutch Civil Law, with English Common Law influence.

PRINCIPAL CORPORATE LEGISLATION

Commercial Code of the Netherlands Antilles, Articles 33 - 155.


COMPANY FORMATION

TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT

 

Offshore Companies incorporated under the commercial code of the Netherlands Antilles that have received foreign exchange control permission.

 

PROCEDURE TO INCORPORATE

Execution of Deed of Incorporation before Notary Public. Declaration of no objection to the draft articles of incorporation needs to be obtained from Ministry of Justice before incorporation. Once incorporated, an Offshore Company needs to obtain a Business Licence.

 

RESTRICTIONS ON TRADING

Unless a special permit has been granted an offshore company cannot undertake banking or insurance activities,. 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.

 

POWERS OF COMPANY

A Netherlands Antilles company has all the powers of a natural person.

 

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS

English.

 

REGISTERED OFFICE REQUIRED

Yes. Must be maintained in the Netherlands Antilles at the address of a licensed trust and management company, a law firm or accountancy firm.

 

REGISTERED AGENT REQUIRED

Yes.

 

NAME APPROVAL REQUIRED

Yes. By formal request to the Chamber of Commerce.

 

shelf COMPANIES AVAILABLE

Yes.

 

TIME TO INCORPORATE

Ten days.

 

NAME RESTRICTIONS

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. A name that implies royal or government patronage.

 

LANGUAGE OF NAME

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.

 

NAMES REQUIRING 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.

 

SUFFIXES TO DENOTE LIMITED LIABILITY

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.

 

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

No requirement.


SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS

AUTHORISED AND ISSUED SHARE CAPITAL

 

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

 

CLASSES OF SHARES PERMITTED

Registered shares, bearer shares, preference shares, redeemable shares and shares with or without voting rights.

No par value shares are not permitted.

 

BEARER SHARES PERMITTED

Yes, but must be fully paid up.

 

TAXATION

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.

 

DOUBLE TAXATION AGREEMENTS

The Netherlands Antilles has double tax treaty agreements with Norway and The Netherlands.

 

LICENCE FEES

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.

 

FINANCIAL STATEMENT REQUIREMENTS

Whilst 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.


STRUCTURE OF MANAGEMENT

DIRECTORS

 

The minimum number of directors is one. All Netherlands Antilles companies must appoint at least one resident managing director. Additional foreign resident directors may be appointed, who may be of any nationality. Corporate directors are permitted.

 

COMPANY SECRETARY

The Netherlands Antilles Companies Acts do not provide for the appointment of a company secretary.

 

SHAREHOLDERS

The minimum number of shareholders is one.


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Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.


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