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 &
[ STRUCTURE OF MANAGEMENT ]
|Type of Company
|Common or Civil Law
|Disclosure of Beneficial Owner
|Migration of Domicile Permitted
|Tax on Offshore Profits
|Language of Name
|Minimum Number of Shareholders
|Minimum Number of Directors
|Bearer Shares Allowed
|Corporate Directors Permitted
|Company Secretary Required
|Standard Authorised Share Capital
Yes - One
|Government Register of Directors
|Government Register of Shareholders
|RECURRING GOVERNMENT COSTS
|Minimum Annual Tax/Licence Fee
|Annual Return Filing Fee
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 population of the Netherlands Antilles is approximately 200,000, a
large proportion of which resides on the Island of Curacao.
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 1940s, 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
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.
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.
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.
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
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 companys own assets. It can neither solicit funds from
the public nor offer its shares to the public. It cannot trade within the Netherlands
POWERS OF COMPANY
A Netherlands Antilles company has all the powers of a natural person.
LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
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
NAME APPROVAL REQUIRED
Yes. By formal request to the Chamber of Commerce.
shelf COMPANIES AVAILABLE
TIME TO INCORPORATE
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
SUFFIXES TO DENOTE LIMITED LIABILITY
All Netherlands Antilles companies must include the words Naamloze
Vennootschap or the abbreviation NV. Where a companys activities are outside the
Netherlands Antilles and the Articles permit, the suffixes Limited, Ltd, Inc or SA are
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
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.
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.
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
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
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
The Netherlands Antilles Companies Acts do not provide for the appointment
of a company secretary.
The minimum number of shareholders is one.
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.
Please go to our Uses of offshore Companies Page where you will
find interesting information on the benefits of using offshore companies and trusts for
business and personal use, links to information on other locations and details of our
products and services.
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