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Curaçao Company Documents

As company incorporation agents our experience and relationship with the Curaçao Chamber of Commerce & Industry who administer access to the Commercial Companies Register means, we can obtain registry copies of company documents and conduct comprehensive Curaçao company searches.

We can provide certified copies of Curaçao company documents held at the company register, an Apostille service can also be provided on certified copies of Curaçao company documents issued by the Curaçao Chamber of Commerce & Industry.

  • Company Search Report – £148
  • Articles of Association – £180
  • Expedite fee – £75

Curaçao Chamber of Commerce & Industry

The Curaçao Chamber of Commerce and Industry represents the general interests of the Curaçao business community and keeps a complete record of registered Curaçao companies.

The Act on corporate law (Book 2 Curaçao Civil Code) governs the NV (public limited liability company) and BV (private limited liability company).

Curaçao Company Search

The Curaçao Company Search is a summary of the latest information from the Commercial and Foundations Register, it confirms the existence of the company and provides further company details disclosed to the registry by the company.

The contents of a Curaçao company search report include:

  • Company Name
  • Trade Name – if available
  • Date of Incorporation
  • Company Type/ Legal form – Naamloze Vennootschap, Besloten Vennootschap, Vennootschap Onder Firmais, Commanditaire Vennootschap
  • Company Registration Number
  • Date of last amendment to the Articles of Incorporation
  • Registered Office Address
  • Registered Agent Name
  • Registered Agent Address
  • Registered Agent contact details – where available
  • Company Objects/ Activities
  • Authorised Share Capital – There is no minimum share capital requirement for a BV company. A BV company can only issue registered shares, and the company must keep a register of the shares and the capital may be expressed in any currency.
  • Issued Share Capital
  • Fiscal year
  • Principal Directors details – names and details including title, nationality and date of birth – where available

Submitting of annual accounts is only compulsory for larger companies in Curaçao, these will only be included in the company search where available.

It is not mandatory to register shareholder information with the Commercial Register. These details are only included in the search if filed at the registry.

The company search report confirms the corporation is duly registered with the Commercial Register held by the Curaçao Chamber of Commerce & Industry and that the corporation still exist under the laws of Curaçao.

Company Directors

We can provide details of the registered company directors for Curacao companies. Only one director is required for a Curacao company and at least one director must be resident in Curacao. Directors details where available are included in the company search report.

Shareholders

In Curacao the identity of shareholders is kept private and the shareholder register is not available publicly, therefore, a Curaçao company search will not be able to provide shareholder details. Only one shareholder is required with no restrictions placed on their nationality or residency, and can be an individual or corporate shareholder.

Historical Registry Excerpt

We can supply a historical excerpt from the Curaçao Chamber of Commerce & Industry. This document from the registry will include changes of the directors since the date of incorporation.

The Curaçao historical company excerpt includes:

  • Changes to the Company Directors from the date of incorporation to now – including start date and date of resignations
  • Date of Incorporation
  • Date of last amendment – Amendment to the Articles of Incorporation
  • Authorised share capital – There is no minimum share capital requirement for a BV company. A BV company can only issue registered shares, and the company must keep a register of the shares and the capital may be expressed in any currency
  • Issued share capital
  • Paid up capital
  • Company Objects
  • Business Address
  • Official Company Name, Company Registration number and company legal form
  • It is not a statutory requirement to register shareholder information with the Commercial Register so, this is not included in the historical extract

The document is stamped and signed by the Head of the Commercial Register at the Curaçao Chamber of Commerce.

Curacao Certificate of Incorporation

The Curacao Certificate of Incorporation is issued by the Curaçao Chamber of Commerce & Industry. we can provide a registry copy of the company incorporation certificate which includes the company name, company number, date of incorporation and states that a company is incorporated under the relevant companies acts.

The Articles of Association – Articles of Incorporation

The Articles are form free and may be drawn up in various languages, which makes it possible to resemble your own legal system.

  • The BV has registered shares only
  • The Articles of Incorporation can determine that the shareholders can be held liable for the debts of the BV
  • The Articles of Incorporation of the BV can contain a different manner for dissolution of the company

The Articles of Incorporation provide the framework by which companies are governed and by which they must abide. Additionally regulations (‘reglementen’) are sometimes also used as a  ‘bylaw’.

The Articles regulate the powers and responsibilities of the company as well as the interaction between the company and the outside world

The Articles  can range from very basic, straight forward structures to extremely complex ones. Generally, the Articles of Association contain the name of the company and its statutory seat, and address issues like the objectives and provisions of the powers of the managing directors, the fiscal year, the voting rights of members or shareholders (if any), the distribution of profits, provisions, and liquidation and dissolution.

Foundation (or Stichting in Dutch) :  It is permissible to state in the articles of incorporation that upon liquidation the assets shall be distributed to e.g. the incorporator.

Certificate of Good Standing – Declaration

The Chamber of Commerce does not issue Certificates of Good Standing,  instead they provide a declaration stating that the company exists and is duly registered with the Commercial Register.

We can provide the Declaration issued by the Curaçao Chamber of Commerce & Industry confirming the Curaçao company is registered and up to date with the statutory filing requirements.

In the Declaration, the Chamber certifies that the Curaçao company located at its registered address is incorporated and is duly registered, the registration number and still exist under the laws of Curaçao. The Declaration is provided stamped, we can supply this document notarised and apostilled.

Annual Return

There are no requirements to file Annual Returns which shows the Directors and Shareholders for Curaçao BV companies.

Curaçao Company Type

The Curacao company search report will indicate the company type, there are several types of companies including:

  • N.V – The Naamloze Vennootschap is a private limited liability company which is a flexible and highly modern form of corporation in Curaçao
  • B.V – The Besloten Vennootschap is similar to the N.V

Naamloze Vennootschap (NV)

  • The N.V. is incorporated by notarial deed executed by one or more incorporators before a civil law notary in Curacao
  • No minimum capital requirements
  • A management board/ Raad van Bestuur consisting of one or more managing directors/ bestuurders
  • The Articles of Incorporation can be in any language.
  • Shares of a N.V. can only be issued in registered form
  • Not required to publish or audit annual accounts
  • here is no requirement to disclose the identity of shareholders

Besloten Vennootschap (BV)

The Besloten Vennootschap company is similar to the Naamloze Vennootschap, the key features are:

  • No minimum capital requirements
  • The Articles of Incorporation can be in any language
  • A BV can qualify for tax exempt status, depending on the company activities – exemption can be applied for if the activities are investing in debt instruments, securities and deposits
  • The BV has the possibility of company managed by shareholders –  this form of the private limited liability company does not have a Board of Managing Directors as a separate corporate body.
  • The joint shareholders act as management, which simplifies the taking of corporate action and the management of this type of company

Curaçao Company Registration

The BV is incorporated before a civil law notary in Curaçao. The Articles of Incorporation are submitted to the Ministry of Justice before the BV can be incorporated and may be in any language, with a Dutch or English translated copy.

Once the company has been incorporated it will be registered with the Chamber of Commerce and Industry and the Commercial Register.