Curacao Company Formation

Incorporating a business in Curacao involves several key steps. Here’s a general guide on how to incorporate a business in Curacao:

• Determine the Business Structure: Decide on the legal structure for your business, such as a limited liability company (LLC) or a public limited company (NV). Consider factors such as liability, management structure, and tax implications when choosing the appropriate business structure.
• Choose a Company Name: Select a unique and suitable name for your business. Ensure that the chosen name complies with Curacao’s naming regulations, which may include restrictions on certain terms or require specific approvals.
• Engage a Registered Agent: Appoint a registered agent in Curacao who will act as a representative for your company during the incorporation process. The registered agent should be a licensed service provider familiar with Curacao’s legal requirements.
• Prepare the Incorporation Documents: Gather the necessary documentation to proceed with the incorporation. This typically includes a copy of the company’s articles of incorporation, a notarized copy of the passport of each shareholder and director, a proof of address, and a completed application form.
• Reserve the Company Name: Submit a name reservation application to the Chamber of Commerce and Industry of Curacao (KVK) to secure the chosen company name. The reservation ensures that no other entity uses the same name during the incorporation process.
• Draft and Sign the Articles of Incorporation: Prepare the articles of incorporation, which outline the company’s purpose, share structure, and internal regulations. This document should be notarized and signed by the company’s directors and shareholders.
• Capitalize the Company: Deposit the required minimum share capital into a bank account in Curacao. The amount may vary depending on the chosen business structure and the type of activities the company intends to undertake.
• Obtain Necessary Licenses and Permits: If your business falls within the scope of regulated activities, such as online gambling or financial services, you may need to obtain specific licenses or permits from the appropriate regulatory authorities in Curacao. Consult with a professional service provider to determine the necessary licenses for your business activities.
• Register with the Chamber of Commerce: Register your company with the Chamber of Commerce and Industry of Curacao. Submit the required documentation, including the articles of incorporation, and pay the registration fees.
• Register for Taxes and Social Security: Register your company for tax purposes and obtain a tax identification number (TIN). Additionally, register with the Social Security Department (SVB) for employee social security contributions.
• Open a Bank Account: Open a corporate bank account in Curacao. Choose a reputable bank that meets your business’s needs and complies with Curacao’s banking regulations.
• Comply with Ongoing Requirements: Ensure ongoing compliance with Curacao’s legal and regulatory obligations, such as filing annual financial statements, paying taxes, and maintaining appropriate business licenses and permits.

It is essential to consult with a professional service provider or a local attorney who specializes in company incorporation in Curacao. They can guide you through the specific requirements and processes based on your business’s nature and objectives, ensuring a smooth and compliant incorporation journey.

What sets our service apart from others?

Szilaghi Consulting is the premier choice for opening your gambling company in Curacao. With their extensive knowledge of the local gambling industry and regulatory landscape, they provide unparalleled expertise and guidance throughout the entire process. Their experienced team ensures compliance with all legal requirements, streamlining the incorporation and licensing procedures. Szilaghi Consulting offers personalized solutions tailored to your specific needs, helping you navigate complex challenges and maximize your chances of success. Trustworthy, reliable, and committed to client satisfaction, Szilaghi Consulting stands out as the best company to guide you in establishing your gambling business in Curacao.

Company types and company names

• Public Limited Company (NV)
• Private Limited Company (BV)
• Partnerships

Public Limited Company (NV)

A public limited company is a commonly used business form in Curacao that allows for the public offering of shares. It is characterized by the following key aspects:

1. Shareholders: A public limited company can be formed by one or more shareholders, who can be natural persons or legal entities.
2. General Meeting: A General Meeting of the shareholders must be held within nine months of the end of a fiscal period, which should take place in Curacao. Shareholders have the option to be represented by proxies.
3. Limited Liability: Shareholders’ liability is limited to their contribution to the company. They are not personally responsible for the company’s debts or obligations beyond their investment.
4. Managing Directors: The company must have one or more managing directors, with at least one director being a resident of Curacao. Directors can be either natural persons or legal entities.
5. Authorized Capital: A public limited company must have a minimum authorized capital of at least ANG 50,000.
6. Shares: Shares can be registered or bearer. If registered, at least 20% of the authorized capital must be paid-up upon incorporation. If bearer, the authorized capital must be fully paid-up.
7. Management Structure: The company can have a two-tier management structure with an executive board and supervisory board or a one-tier system with a single board.
8. Registered Address: The company must maintain a registered address in Curacao, which can be a licensed management company, or a firm of lawyers or accountants.
9. Share Issuance: Shares or debt can be issued to the public if approved.
10. Conversion: A public limited company can be converted into a private limited liability company.

Private Limited Company (BV)

A private limited company formed in Curacao does not offer its shares to the public. It is subject to less regulation and is easier to establish. The key aspects of a private limited company include:

1. Shareholders: A private limited company can be formed by one or more shareholders, who can be natural persons or legal entities.
2. No Minimum Capital Requirements: There are no minimum capital requirements for a private limited company.
3. Shares: Shares may or may not have a par value, voting rights, or participation rights. Only registered shares are allowed.
4. Conversion: A private limited company can be converted into a public limited company if desired.
5. Tax Exempt Status: If the business activities of a private limited company are limited to lending and investment, financial services, or other related activities, it may be eligible to apply for tax-exempt status under certain conditions.

Partnerships

Partnerships in Curacao can be formed as general partnerships or limited partnerships. The key aspects of each type are as follows:

General Partnership:

• Formed by a minimum of two general partners.
• All partners have unlimited liability for the partnership’s debts and obligations.
• The partnership details must be entered in the Commercial Register.
• A general partnership is fiscally transparent.

Limited Partnership:

• Formed by a minimum of one general partner and one limited partner.
• General partners have unlimited liability, while limited partners’ liability is limited to their contribution to the partnership.
• The partnership details, except for the limited partners’ details, must be entered in the Commercial Register.
• A limited partnership is also fiscally transparent.

These different business forms provide entrepreneurs in Curacao with various options to choose from based on their specific needs, capital requirements, and desire for public offering or limited liability.

Company incorporation services

• Preparing necessary documents
• Submitting the relevant file with the Trade Registry and obtaining name reservation
• Preparing the Articles of Incorporation and other relevant documents
• Depositing the share capital with the bank

Incorporation of the Company Curacao – Shareholders

Every company must have at least one (1) shareholder. This can be both a natural person and a corporate entity. Meanwhile, as company formation agents offering a wide range of corporate services, we can also offer fiduciary services.

Trust & fiduciary services

• Formation and administration of trusts
• Assets structuring and protection
• Execution of trust documents
• Provision with a broad range of trustees
• Advising on jurisdiction and type of fiduciary structure
• Preparation of tax-efficient structures
• Asset consolidation and risk mitigation

Screening & KYC Compliance

We assist our clients to take the right decision by choosing to be informed and to consider any potential risk level when contracting or accepting a potential new customer, supplier, member of personnel or business partner. Our aim is to speed up the decision-making process based on a streamlined due diligence research.

The complete process assumes the following steps:

• Accurate and current data research, collection & analysis
• Preparation and delivery of customized reports
• Supplementary verification with additional discreet sources
• Keeping record archive (up to 3 years)

Corporate Know-Your-Third-Party” (KY3P), “Know-Your-Vendor” (KYV), “Know-Your-Supplier” (KYS), “Know-Your-Customer” (KYC), Anti-Money Laundering (AML) Compliance Reports

These reports are based on the research and identification of the following:

• Company Identification data – type of entity, name, address, Trade Registry Number, Tax identification number, history, status, management, employees, share capital, authorized NACE codes, subsidiaries, secondary offices, FATCA classification of the company
• Listing of Directors / Shareholders (both individuals and corporate) / Corporate Group
• Financial data: key information retrieved from the balance sheet and the profit and loss account
• Financial analysis based on financial data: creditworthiness, economic results, business and industry risk class
• Negative news on the company and related enforcements

Individual Background Screening Reports

These reports are based on the research and identification of the following:

• List of companies where an individual act as a Director/ Shareholder
• Date for appointment in the position of Director/ Shareholder
• Source attesting such appointment and the date when the information was recorded
• Identification of negative news and risks (PEP, AML, enforcements)

Incorporation Company Curacao – Directorship

A company that is registered in Curacao must have at least one (1) administrator. This can be both a natural person and a corporate entity. The persons in the role of company administrator may be non-EU citizens and may reside outside Curacao.

As a corporate service provider, Szilaghi Consulting’s team of professionals have extensive knowledge of Curacao legislation and can be appointed company administrators and cover different roles, as presented in the Corporate Law.

Directorship Services

• Directorship services include a corporate director and/or one or more individuals to be appointed as director/s of the Company
• Execution of all corporate documents needed
• Hosting and leading two board meetings a year, preparation of full board packs

Incorporation of the Company Curacao – Registered office in Curacao

Every company must have a registered office address located in Curacao. Szilaghi Consulting offers registered office facilities to companies registered in Curacao.

Registered Office Services

• Registered offices for newly incorporated companies
• Correspondence management
• Separate phone/fax lines and e-mail addresses
• Fully equipped offices

Incorporation of the Company Curacao – Open a Bank Account

When incorporating a company in Curacao, is crucial finding a suitable bank. Szilaghi Consulting offers bank account opening services through collaborations with local and foreign banks. Consider electronic money institutions for online banking, apart from licensed bank accounts.

Opening a bank account in Curacao is not mandatory, and having an account outside Curacao is possible.

The bank account opening process in Curacao can be lengthy. While we cannot control the bank’s final decision, our assistance in reviewing your chosen bank and documentation increases your chances of success by ensuring accurate and correct information.

We provide combined and consolidated enterprise-wide needed support services, based on specialized knowledge and best practices:

Bank account opening and management services

• Introduction to top-rated banks
• Opening and operating bank accounts
• Assistance in arranging e-banking facilities

Incorporation of the Company Curacao – Deposit Share Capital

The minimum required share capital is ANG 50 000, which is approximately 28 000 USD. The minimum value of subscribed and paid-up share capital on the date of application for a gambling organizer’s license must be as follow:

General Information

Company Type
Entity type	Limited liability company
Applicable legislation	Common
Availability for company without activity (shelf company)	Yes
Registration time	10 days
Corporate tax	0%
Access to Double Taxation Treaties	Yes

Share Capital
Standard currency	ANG
Allowed currency	ANG
Minimum paid capital	ANG 50 000
Authorized current share capital	ANG 50 000

Directors
Minimum number	1
Locally registered director	No. But recommended
Corporate directors permitted	Yes
Official documents publicly available	Yes
Meeting locations	Anywhere

Shareholders
Minimum number	1
Official documents publicly available	Yes
Meeting locations	Anywhere

Secretary
Registered	Optional
Local or qualified	No

Accounting
Obligation to prepare documentation	Yes
Audit requirements	No
Obligation to submit accounts	Yes
Publicly accessible accounts	Yes

Recurring state costs
Minimum annual tax/license fees	0

Other
Obligation to submit the annual income statement	Yes
Change of address allowed	Yes