In order to incorporate a company in Curacao, there is no minimum share capital required.
The N.V. is managed by a management board, consisting of one or more managing directors, who can be, either individuals or corporate vehicles. The board of managing directors represents the company and manages its affairs. There are no restrictions on the nationality of the managing directors, however, at least one managing director has to be a resident in Curacao.
The financial year of a Curacao company may be the calendar year or any other twelve month period to be specified in the articles of association.
Each year, the board of managing directors has to draw up financial statements within eight months from the lapse of the financial year. Such statements consist of at least a balance sheet and a profit and loss statement. The general meeting may extend this period by six months at most, based on “special circumstances”.
The financial statements have to comply with generally acceptable standards and have to give such insight, that a sound opinion can be formed on the capital and the results, as well as on the solvency and the liquidity of the company.
The net profits of a limited liability company are at the disposal of the shareholders. The shareholders can either declare a dividend or reserve the profits. If the articles of association so provide, interim dividends may be declared from current year profits by the shareholders’ meeting, or such other corporate body as appointed thereto in the articles of association. Dividends and other capital distributions cannot be paid and made if the equity capital is or becomes negative as a result of such dividend or distribution.
One of the most popular reasons to incorporate a company in Curacao is to apply for an E-zone permit to take advantage of the special tax regime where the Curaçao company pays only 2% of its Net company profits. The special tax exemption is valid until 31st December 2025. Only a Curaçao company can hold an E-Zone permit. All income generated by a qualifying E-Zone company through the sale of goods or services or the (sub-)licencing of IP-rights to non Curaçao residents is subject to profit tax at the rate of 2%. In addition, goods entering the E-Zone and services delivered to an E-Zone company by a Curacao company, are exempt from import duties and turnover tax.