The public limited liability as well as the private limited liability corporation have to issue at least one share with any nominal value. The equity is not allowed to be negative during the period of existence.

Different classes of shares can be issued, for variations in voting rights, participation in profit distributions, and entitlement to a balance after liquidation. Corporations are legally required to register all of their shares, except for bearer shares issued by a public limited liability corporation.

In addition:

• No minimum capital fund is required. The founders need to determine the issued capital (at least one share) and the required paid-up capital. The issued capital and paid-up capital are set out in the articles of association. Companies with multiple shareholders can issue different types of shares to determine the voting rights of shareholders and their dividend rights;
• Some shareholders (such as banks) can be excluded from voting rights;
• Shares of a particular class may result in no or limited entitlement to profit sharing;
• Shares with no rights to profit or liquidation proceeds must always have voting rights;
• Depending on the wording in the articles of association, shares may or may not be freely transferable.

Please note that a private limited liability corporation can only issue registered shares and they cannot be
listed on a stock exchange.

A supervisory board or appointment of non-executive directors (NEDs) is optional. Large companies may be subject to the ‘Large Company regime’. In that case, the supervisory board or the NEDs is mandatory. Companies with a supervisory board must always comply with the requirements set in the ‘Large Company regime’ regulation.

Please note that a private limited liability corporation can be managed directly by the shareholders. In that case, the BV does not have a separate board of directors; the shareholders altogether will then operate as directors. This has the advantage of simplifying formalities such as appointing, suspending, or discharging directors, and there is also no difference between shareholder meetings and board meetings.

A limited liability corporation is classified as a large firm based on three cumulative criteria: the number of employees, the total balance sheet value of assets, and the net turnover. Those that do not meet these criteria, even those that are comparable in size, do not have the obligation to give financial statements for inspection by third parties.

On the other hand, large corporations are obliged to make their financial statements available for inspection, within eight days after approval of the financial statements and two years thereafter. The statements must be accessible for inspection by parties concerned, such as creditors, employees, or business partners. The financial statements are primarily attainable at the office of the corporation. The Curaçao Chamber of Commerce and Industry must be informed once the financial statements are at one’s disposal for inspection. Further publication is not required. It is for example not necessary to provide the Curaçao Chamber of Commerce with copies of the financial statements. employees or business partners. The financial statements are primarily attainable at the office of the corporation. Chamber of Commerce with copies of the financial statements.

If required, a public limited liability corporation can switch its structure to a private limited liability corporation, and vice versa. It is also possible to convert a foreign entity into a public or private limited liability corporation, insofar as the law governing that entity does not oppose this. The reverse is also possible
Licenses

The most important licenses required are as follows:

• Business license to enable the corporation to operate on the island, granted by the Ministry of Economic Development.
• Director’s license for each managing director (the law does not limit the number of managing directors); in addition, managing directors need a residency permit and a working permit. This requirement ap- plies to all expatriates except those with a Dutch passport, who no longer need a working permit.

In specific cases, a foreign exchange license can be granted. Such a license exempts the corporation from foreign exchange control and is issued by the Central Bank.

There are no specific accounting requirements. It is general practice that when the accounts for international corporations are prepared, accountants often stick to the financial reporting standards applied in the country of the parent corporation.

According to law, anyone who conducts a business must:

• Administer their affairs by the standards of the business in such a way that it will always be possible to know one’s rights and obligations;
• Prepare annual financial statements;
• Keep all books and documents, including balance sheets, including copies of incoming and outgoing correspondence for ten years.

For public and private limited liability corporations, it applies that financial statements ought to be prepared within eight months after the end of the financial year. Each shareholder is entitled to inspect the financial statements within two years.

The reporting requirements for large corporations are more specific than for small and medium-sized firms.

• The financial statements must be prepared within six months after the end of the financial year;
• The financial statements must be prepared by standards set by the International Accounting Standards Board (‘IASB’);
• An external qualifying expert, like a chartered accountant or a certified public accountant, must be appointed to audit the financial statements.

The reporting requirements for the large corporations are more specific than for the small and medium- sized firms.

• The financial statements must be prepared within six months after the end of the financial year;
• The financial statements must be prepared in accordance with standards set by the International Accounting Standards Board (‘IASB’);
• An external qualifying expert, like a chartered accountant or a certified public accountant must be appointed to audit the financial statements.

The private foundation has to be established by a notarial deed in the presence of a civil law notary. The private foundation should be registered at the Chamber of Commerce and Industry.

The transfer of capital into a private foundation by a resident of Curaçao is subject to a 25% gift tax. The transfer of capital by non-residents is exempted from gift tax. In that case, however, a gift tax may apply to the country of residence. Each payment to foreign beneficiaries from a private foundation is exempted from gift tax. There are no disbursement restrictions applicable.

As of 1 January 2019, the Private Foundation (SPF) on Curaçao is required to file an annual tax return. The profit of the SPF remains exempted from profit tax provided that the profit does not result from operational activities. If the tax authorities consider that the exemption from the profit tax does not apply to the foundation, the profit of the SPF will be subject to a 22% profit tax. Provided that the SPF has opted for the status of a special purpose fund in advance, it will be subject to profit tax with an effective tax rate of 10%. Private foundations in this situation may be eligible to benefit from the regular facilities of profit tax laws, under which depreciation, loss compensation investment allowances, and participation exemptions.

Disbursements of a private foundation to a resident of Curaçao are subject to income tax. Disbursements to non-residents are not taxable in Curaçao, this will depend on the country of residence.

The Curaçao Private Foundation consists of no members or shareholders and has its assets and liabilities. If there is no clear segregation between the equity of the private foundation and the founder, the private foundation may be regarded as fiscally transparent. No clear segregation exists when it is established that the founder of the private foundation has actual control over the equity of the private foundation as if it were his equity. Transparency means that the private foundation is deemed non-existent for tax purposes, resulting in the income and capital of the private foundation being attributed to the founder.

When traveling to the Caribbean part of the Kingdom, you are not always required to apply for a visa. Dutch and US nationals, for instance, do not need a visa to travel to or between the countries within the Caribbean part of the Kingdom. There are also other countries with visa exemptions, for the complete list please visit: https://www.netherlandsworldwide.nl/caribbean-visa.

Rules for traveling without a visa

Although visa exemptions may reduce the burden of traveling, there are certain rules applicable when traveling without a visa to the Caribbean part of the Kingdom.

Dutch and US nationals can stay for a maximum of 180 days in any 365 days. Nationals of a Schengen country can stay in Aruba for a maximum of 180 days in any 365 days, and in other parts of the Caribbean part of the Kingdom, a maximum of 90 days in 180 days. Everyone else can stay for a maximum of 90 days in 180 days. Stay extension is possible with a residence permit.

To be granted permission to enter Curaçao, every visitor should comply all of the following requirements:

• Your passport must not be more than 10 years old.
• Your passport must be valid for the entire period of stay.
• You must have proof that you can return to your country of departure,or transit through another country. This could be a passport, residence permit or visa.
• You can provide proof of the purpose of the trip. For instance, a hotel reservation or an invitation from family or friends.
• You must have enough money to cover your stay and any other expenses. When staying in a hotel on the island of Curaçao, approximately 150 US dollar per person, per day. When staying with a family approximately 100 US dollars per person, per day is needed.

When traveling to Curaçao, visitors must have valid medical insurance or travel insurance to cover medical expenses during their stay. The insurance must provide cover for at least 15,000 US dollars in medical expenses. Even hospital care, emergency treatment, and repatriation (including in the event of death). By not complying with this rule, you may be denied entry.

One last entry rule sets forth that visitors who are considered a threat to the e.g., public order, public health, national security, or international relations, are not granted entry to Curaçao.

To do any type of labor work during your stay, you need to have a work permit.

In general, labor laws are laid down in the Labor Regulations 2000 and the Civil Code of Curaçao. There are also several individual laws and regulations set to address some specific matters as prescribed by the main national ordinances. The Labor Inspection Department is in charge of the supervision of compliance with statutory regulations in the field of labor and safety. In its capacity as a supervisory body, the department can impose fines, address claims, and serve as an advisor. The employment agreement can be entered into for a defined period or an indefinite period. And in the form of individual and/or collective employment agreements.

The law makes a distinction between two types of workers: scheduled workers and non-scheduled workers. A schedule worker usually works before 7.00 a.m. or after 8.00 p.m., on Sundays, and holidays. An Employment contract involving scheduled work is based on a 45-hour work schedule per week. This is calculated for 4 weeks, provided that the working hours per day do not exceed 10 hours. A non-schedule worker works based on a 40-hour work schedule per week. The working hours calculation for non-schedule workers is similar to that of scheduled workers. Every employee is entitled to at least a 30- minute break after having worked at most 5 hours at a stretch. A 15-minute off work does not legally count as a work break.

Overtime pay is mandatory when the employee works during this period of rest. Or when the employee works longer than the maximum period of labor per day or week. Working hours plus overtime for non- schedule work can amount to up to 55 hours per day. This is calculated for 4 weeks, provided that the working hours per day do not exceed 11 hours and that the working hours per week (based on a period of 13 weeks) do not exceed 50 hours per week. In the case of scheduled work, work hours including overtime are legally set to a maximum of 50 hours. This is calculated for 4 weeks, provided that the working hours per day do not exceed 11 hours and that the working hours per week(based on a period of 13 weeks) do not exceed 45 hours per week. Overtime compensation including salary ranges from 150% to 250%.

Both scheduled workers and non-scheduled workers are entitled to paid holiday leave. Curaçao has 11 official holidays, and these are:

• New Year’s Day
• The day after the carnival’s parade
• Good Friday
• First and second day of Easter
• Ascension Day
• Pentecost Sunday
• First and second day of Christmas - King’s Day
• Labor Day
• Kingdom’s Day (15th of December) - Flag Day (2nd of July)

In addition, employees are legally entitled to at least 15 working days of paid vacation leave within a calendar year. Vacation allowance, however, is optional.

here are several labor unions on the island. Labor unions are represented by three centrals of labor unions: the Central of General Employees of Curaçao, the Central of Unions of Curaçao and the Central Solidarity Union. The labor unions are very active and work closely with the government of Curaçao regarding unemployment issues. As well as labor laws and regulations. As of 1-8-2000 the employer under penalty of invalidity, can't terminate an employment relationship by notice because of the employee’s affiliation to a union or because of union activities. Unless these union activities are conducted during the working hours of the employee and the employer has- withheld his permission on reasonable grounds