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.

Next follows a list of the most common documents you’ll need when opening a bank account.

• Articles of association;
• A recent and original Chamber of Commerce excerpt;
• A certified copy of the Shareholder’s register or original excerpt of Share- holder register executed by the Managing Director;
• Valid identification document of the Ultimate Beneficial Owner, directors, authorized signatories, and shareholders;
• One original bank reference;
• A copy of the business license;
• If applicable: a board resolution to open an operating account.

Visit: www.curacaochamberofcommerce.com for more information

Foreign investors wishing to set up their business in Curaçao can choose from several business structures. A distinction can be made between entities with and without legal personality. The legal business structures are:

• Sole proprietorship
• Limited liability company (NV: ‘Naamloze Vennootschap’)
• Private limited liability (BV: ‘Besloten Vennootschap’)
• Foundation
• Private foundation (also known as SPF)

The corporate law of Curaçao recognizes two forms of limited liability companies: NV and BV. The former is a public company and is comparable to the ‘Public Limited Company’ (plc) in the UK or ‘Aktiengesellschaft’ (AG) in Germany. Shares in NV’s are freely transferable. The latter is a privately held company and is comparable to the ‘Limited Company’ (Ltd) in the UK or the ‘Gesellschaft mit beschränkter Hafting’ (GmbH) in Germany. Both structures are separate legal entities with shareholders.

In essence, they can be used for the same business purposes, which ought to be defined in the articles of association. A BV is the more flexible one and is the most popular choice for setting up businesses, be it local or international. A corporation is established by the execution of a notarial deed. For this process, a minimum of one founder is required. Either an individual or a legal entity. Non-residents can establish a BV or NV by proxy.

The private foundation is different from a ‘normal’ foundation as it is not subject to disbursement restrictions. The founder enjoys a great deal of latitude to set up a private foundation in the way that he sees fit. In general, a private foundation can be used for the same purposes as a trust. One difference is that a private foundation has a legal personality, and a trust does not. In addition, this structure is typified as a legal entity that exists in many jurisdictions.

Traditionally, the cooperative was used for the establishment of community organizations (e.g. a consumer cooperative) or for setting up businesses, such as credit unions, banks, and insurance companies. In recent years, the cooperative has also become popular and well-suited for assembling a holding company within an international context. The cooperative is very flexible from a Curaçao legal and tax perspective. It is a separate legal entity similar to the NV and BV, governed by articles of association. A cooperative, however, is characterized by a less regulated governance structure. The cooperative does not have a share capital, and it consists purely of members. At least two members are required to set up a cooperative. It is classified as an extension of the businesses of its members, which can take the form of individuals, as well as partnerships or legal entities.

The Curaçao trust regime is comparable to the way trusts are structured in Anglo-Saxon jurisdictions. To institute a trust, at least one trustee must be appointed along with one or more beneficiaries. It is mandatory for a trust to be established in Curaçao and that at least one trustee is a Curaçao resident. The trust will cease to exist in case the trustee becomes the sole beneficiary, the trust no longer has assets, or, if the trust has been set up for a set period and that period has elapsed. This structure can be used for many purposes. In general, it can be used as a holding vehicle for international structures, as an investment or business trust, in financing- and securitization transactions, as a security trustee, or even as a means to set up a protected cell company (or segregated portfolio company). In addition to this, a trust can be used for estate planning and asset protection. Trust Non-Corporate Entities Setting up a trust requires at least one beneficiary and the trust assets must be clearly defined. The settlor can be appointed as the trustee or even as beneficiary. However, it is not permissible for a trustee to be the sole beneficiary of the trust. In that case, someone else should be appointed as a trustee. The deed of establishment can appoint a protector, who can be designated as beneficiary. But here too is the case that the trustee may not be the sole beneficiary. The cooperative is very flexible from a Curaçao legal and tax perspective. It is a separate legal entity similar to the NV and BV, governed by articles of association. A cooperative, however, is characterized by a less regulated governance structure. The cooperative does not have a share capital, and it consists purely of members. At least two members are required to set up a cooperative. It is classified as an extension of the businesses of its members, which can take the form of individuals, as well as partnerships or legal entities.

A Curaçao trust must be established in Curaçao by a notarial deed before a civil law notary set in Curaçao. The trust must be registered at the Chamber of Commerce. Amendments to the trust deed must also be recorded in this registry.

Partnerships are a way for individuals and entities to join forces without being forced to incorporate a separate legal entity. No legal form is required, only a partnership agreement. Although it can acquire rights and assume obligations in its name, it does not have a legal personality. The most common partnership legal structures are the general partnership (OV) and the limited partnership (CV). Partners in a general partnership have unlimited liability and the same applies to the general partner(s) in a limited partnership. The limited partners in a limited partnership have limited liability but are not allowed to perform acts of management, nor are they allowed to represent the partnership in any legally binding form.

An alternative to partnerships is the structure of a transparent company. A transparent company is a legal entity that is not subject to profit tax. The assets and liabilities, profits, and losses of this entity are attributed to its shareholders. A transparent company leverages the liability protection of a legal entity and the tax efficiency of a partnership. One tax benefit is the possibility of offsetting startup losses against existing business profits. A corporation in the industry of international financial services is in practice often incorporated by a local trust office. After incorporation, shares are transferred to the beneficial owner. A corporation must have one or more ‘managing directors’, which can be either an individual or a legal entity. At least one managing director must be a resident of, or domiciled in, Curaçao. The powers and responsibilities of the management board are set out in Book 2 of civil law and the articles of incorporation.