Corporate Law at Curaçao (Netherlands)
Corporate Law in Curaçao (Netherlands): Overview
Curaçao is an autonomous country within the Kingdom of the Netherlands and operates its own legal system based on Dutch civil law. Its corporate law framework is modern, flexible, and internationally oriented, making it an attractive jurisdiction for business incorporation, particularly for holding, finance, and investment structures.
1. Legal System
Curaçao's legal system is derived from Dutch civil law but has evolved independently since the dissolution of the Netherlands Antilles in 2010.
Corporate governance and business regulations are set forth primarily in the Curaçao Civil Code.
2. Common Business Entities
Naamloze Vennootschap (N.V.) – Similar to a public limited company.
Besloten Vennootschap (B.V.) – Similar to a private limited company; the most commonly used entity.
Foundation (Stichting) – Often used for asset protection or as part of trust structures.
Private Foundation (Stichting Particulier Fonds - SPF) – Popular for estate planning and asset protection.
3. Incorporation Process
Companies must register with the Curaçao Chamber of Commerce.
No minimum capital requirement for B.V.s.
One or more directors and shareholders are required (can be individuals or legal entities).
Local registered address is mandatory.
Articles of Incorporation must be executed before a civil law notary.
4. Corporate Governance
Curaçao law provides flexibility in governance structure.
Board of Directors is mandatory; supervisory boards are optional.
Shareholder meetings must be held annually.
5. Taxation
Curaçao has a territorial tax system: income generated outside of Curaçao is generally not taxed.
Corporate income tax rate: 22% (as of 2025; subject to change).
Exemptions and special regimes available (e.g., for e-zones, investment companies).
6. Advantages for International Business
Recognized for stable political and legal environment.
Popular in international finance, IP holding, and shipping sectors.
Dutch treaty access is limited, but Curaçao has its own tax treaties and agreements.
Compliance with OECD standards on transparency and anti-money laundering.
7. Regulatory Environment
Companies are subject to compliance with AML/CFT laws.
Regulated sectors include finance, insurance, and trust services.
Supervised by the Central Bank of Curaçao and Sint Maarten for financial institutions.
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