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Geographical Location
The Netherlands Antilles consists of two island groups in the Caribbean Sea—one includes Curacao and Bonaire
north of Venezuela and the other is east of the Virgin Islands. In total are five islands: Bonaire, Curacao, Saba,
Sint Eustatius, and Sint Maarten (Dutch part of the island of Saint Martin). The Leeward Islands, Curacao and Bonaire
are approximately 30 kilometres north of Venezuela. The Windward Islands of St. Maarten, St. Eustatius and Saba
are about 160 kilometres east of Puerto Rico. Curacao is the main island in the Netherlands Antilles. The total
land area is 960 square kilometres. Aruba became independent from the Netherlands Antilles in 1987 but remains
part of the Kingdom of The Netherlands.
Climate: tropical; ameliorated by northeast trade winds.
Population
The population of the Netherlands Antilles is 207,827 (July 1999 est.), a large proportion of which reside
on the island of Curacao. Population growth rate: 1.01% (1999 est.).
Ethnic groups: mixed black 85%, Carib Amerindian, white, East Asian.
Religions: Roman Catholic, Protestant, Jewish, Seventh-Day Adventist.
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 the European parliamentary systems. The Netherlands Antilles is
regarded as one of the most stable democracies in the region. Hence, NACOs are known for being domiciled in a modern
and stable jurisdiction.
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.
Infrastructure and Economy
Tourism, petroleum transshipment, and offshore finance are the mainstays of this small economy, which is closely
tied to the outside world. The islands enjoy a high per capita income and a well-developed infrastructure as compared
with other countries in the region. Almost all consumer and capital goods are imported, with Venezuela, the US,
and Mexico being the major suppliers. Poor soils and inadequate water supplies hamper the development of agriculture.
Curacao is one of the most developed islands in the region, with a good infrastructure. Its large International
airport can easily handle several jumbo jets simultaneously. Direct flights are available from North America, Latin
America, the Caribbean and Europe. Its container terminal and dry-dock are among the largest and most advanced
in the Western Hemisphere. A substantial and modern oil refinery and Free Zone also utilise the facilities in and
around the natural harbour. Curacao has well maintained roads and its telecommunication facilities link it with
direct dealing anywhere.
The main sources of income are derived from the oil refinery, the Free Zone and the financial services industry
of Curacao, as well as tourism in all five islands. The Netherlands Antilles enjoys Associate status in the European
Economic Community (EEC).
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. Similarly, the U.S.-Netherlands
Antilles Tax Treaty was mostly abrogated on 1st January, 1988. The offshore industry has been extremely important
for the economy of the Netherlands Antilles as this industry does not only provide the Government with direct and
indirect revenue, but it also creates considerable employment opportunities.
One can argue that the offshore industry in the Netherlands Antilles commenced just before the second World
War when large Dutch multinational companies made use of the Supra National Act for the Voluntary Transfer of Seat
of Legal Entities and transferred their statutory seat from The Netherlands to the Netherlands Antilles to avoid
German occupation. Since then, the Netherlands Antilles has developed into one of the major offshore financial
centres in the world, with the development peaking in 1984 when virtually every U.S. multinational corporation
had a Netherlands Antilles subsidiary and considerable foreign investment in U.S. real property was structured
through Netherlands Antilles companies.
Currently, the Netherlands Antilles is popular for the incorporation of the following NACOs: finance companies;
mutual funds; ultimate holding and finance companies of multi-nationally operating corporations; shipping companies;
trading companies; investment companies; Free Zone companies; royalty holding companies; offshore banks; insurance
companies; foundations and limited partnerships.
Languages
Dutch (official), Papiamento (a Spanish-Portuguese-Dutch-English dialect) predominates, English widely spoken,
Spanish.
Currency
Netherlands Antilles Florin or Guilder, but U.S. Dollar is in wide circulation. The exchange rate is approximately
NAFL 1.80, U.S.$1.00.
Exchange Control
Yes.
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.
KEY FEATURES TABLE
| General |
| Political Stability |
Good |
| British Based Legal System |
No |
| Type of Company |
Offshore |
| Disclosure of Beneficial Owner |
No |
| Migration of Domicile Permitted |
Yes |
| Tax on Offshore Profits |
2.4% - 6% |
| Non-English Language Names Allowed |
Yes |
| Corporate Requirements |
| Minimum Number of Shareholders |
One |
| Minimum Number of Directors |
One |
| Bearer Shares Allowed |
Fully paid |
| Corporate Directors Permitted |
No |
| Secretary Required |
No |
| Standard Authorised Share Capital |
$30,000 |
| Local Requirements |
| Registered Office/Agent |
Yes |
| Company Secretary |
No |
| Local Directors |
Yes - One |
| Local Meetings |
No |
| Government Register of Directors |
Yes |
| Government Register of Shareholders |
Yes |
| Annual Requirements |
| Annual Return |
Yes |
| Audited Accounts |
No |
| Recurring Government Costs |
| Annual Tax/Licence Fee |
$60 |
| Annual Return Filing Fee |
Nil |
COMPANY FORMATION
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 Foreign Exchange Control exemption and Business Licence.
Restrictions on Trading
Cannot undertake banking or insurance activities. Also cannot undertake investment business other than investment
of company's own assets. It can neither solicit funds from the public or 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 in jurisdiction.
Registered Agent required
No.
Name approval required
Yes. By formal request to the Chamber of Commerce.
Shelf Companies Available
Yes.
Time Scale to Incorporate
10 days.
Name Restrictions
A name that is similar to or identical to an existing company. A name that is known to exist elsewhere. A name
that implied illegal activities. A name that implies Royal or Government patronage.
Language of Name
The Name of the company can be expressed in any Language, provided it does not contravene the restrictions
or consent requirements.
Names Requiring Consent or a Licence
"Bank", "Insurance" and Trust or foreign language equivalent.
Suffixes to Denote Limited Liability
All Netherlands Antilles companies must include the words "Naamloze Vennootschap" or the abbreviation
N.V. Where a company's activities are outside the Netherlands Antilles and the Articles permit, the suffixes "Limited",
"Ltd", "Inc." or "S.A." are allowable.
Disclosure of Beneficial Ownership to Authorities
No requirement.
SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS
Authorised Share Capital
Normally the minimum is U.S.$30,000.
Classes of Shares Permitted
- Registered Shares.
- Bearer Shares.
- Preference Shares.
- Redeemable Shares.
- Shares with or without voting rights.
- No par value Shares are not permitted.
Bearer Shares Permitted
Yes.
Taxation
- Netherlands Antilles companies engaged in domestic business are generally liable to tax rates of between 24%
and 30%.
- 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 U.S.$56,000 and 3% on balance.
- Trading Companies pay 4.8% on first U.S.$56,000 and 6% on balance, subject to tax ruling.
Double Taxation Agreements
The Netherlands Antilles has Double Taxation Treaties Agreements with:
- Argentina
- Canada
- Cuba
- Denmark
- France
- Japan
- Norway
- The Netherlands
- Surinam
- United Kingdom
- United States of America
- Venezuela
Licence Fees
Every Netherlands Antilles company must pay an annual fee to the Chamber of Commerce, which is variable and
dependent on authorised capital for companies with an authorised capital of U.S.$30,000. The minimum is U.S.$60.
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.
Company Seal Required
No. A Common Seal is not recognised under the Netherlands Antilles Company Law. Use of a rubber stamp is common
for authentication.
Continuation of Corporate Existence in another Jurisdiction
Yes. Provided the other jurisdiction has legislation allowing continuation.
STRUCTURE OF MANAGEMENT
DIRECTORS
Minimum number of Directors
All Netherlands Antilles companies must appoint at least one resident Managing Director.
COMPANY SECRETARY
Company Secretary Required
No.
SHAREHOLDERS
Minimum number of Shareholders
One
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