Netherlands Antilles

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.. 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 INFORMATION:

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. It 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

Two 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 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.

COMPLIANCE:

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.

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.