B.V. (‘Besloten Vennootschap’).

The B.V is a privately held company comparable to the ‘Limited Company’ (Ltd) in the United Kingdom, the ‘Limited Liability Company’ (LLC) in the USA or the ‘Gesellschaft mit beschränkter Haftung’ (GmbH) in Germany.

The B.V. is a company similar to the N.V. The main differences as compared to the N.V. are:

• The B.V. has registered shares only.

• The articles of association can determine that    the shareholders can be held liable for the debts of the B.V.

• The articles of association of the B.V. may contain a provision providing for a different manner for dissolution of the company.
• If it is envisaged that preferential rights be attached to shares, such may be provided for in the articles of association of the B.V.
• There is no distinctive financial regime such as for the “large” N.V.
• On the initiative of an individual shareholder general shareholders meetings for the B.V. can be convened.
• The B.V. can be organized in such a manner that it is “managed by shareholders”: in that case there is no distincti between the shareholders and the managing directors as corporate bodies.

N.V. (‘Naamloze Vennootschap’).

The N.V. is a public company comparable to the ‘Public Limited Company’ (PLC) in the United Kingdom, the ‘Limited Liability Company’ (LLC) in the USA or the ‘Aktiengesellschaft’ (AG) in Germany.

Incorporation The N.V. is incorporated by notarial deed executed by one or more incorporators before a civil law notary in Curaçao.

This notarial deed of incorporation constitutes the definitive statutes and regulations governing the company and conduct of its affairs and those statutes and regulations are generally referred to as the articles of association.

A Curaçao Investment Company is a recommended vehicle to receive passive income and is subject to a 0% profit tax rate.

In 1998 the Netherlands Antilles introduced a new type of legal entity, the Private Foundation (“Stichting Particulier Fonds”).

The traditional Foundation is a legal entity incorporated by notarial deed and is registered in the Curacao Chamber of Commerce’s Foundation Register.The Foundation has traditionally been utilized almost exclusively for holding funds for charitable contributions to third parties.

The difference between a traditional Foundation and the Private Foundation is that the Private Foundation is allowed to make distributions to beneficiaries, without the requirement that such distributions must be of a charitable nature.

The Private Foundation is a separate legal entity, a hybrid of a company and a trust and has long been favored by wealthy individuals and families as a vehicle to accomplish their wealth and succession management strategies, corporate control, and their charitable objectives.

Broadly speaking foundations fall into the following categories:

• Founders and Directors

A Curaçao Private Foundation must have at least one resident Director which is in the possession of a valid license from the Curaçao Supervisory Board of Fiduciary Business.

The Export Facility regime Curaçao has a tax incentive for companies generating at least 90% of their profits outside

of Curacao, the so-called Export Facility regime.

The Export Facility regime can be used by local legal entities but also by foreign legal entities with a permanent establishment in Curaçao (“export facility company”).

The export facility company must have an actual presence in Curaçao.

The E-Zone is a geographical area for companies exporting goods to, and/or performing services for, clients outside of Curacao.

Its tax incentives are only available for companies admitted to that area. Only local or public entities with a capital divided into shares (limited liability companies) will be admitted after receiving approval from the local government.

The main benefit of the E-Zone regime is that the net profit is subject to a tax rate of 2%, while no import duties, turnover tax or other taxes are due.