Curaçao
Besloten Vennootschap met beperkte aansprakelijkheid (Private company limited)
Legal
Country code – CW
Legal Basis – Civil law (Dutch)
Legal framework – Book 2 of the Curaçao Civil Code
Company form – Private company limited (Besloten Vennootschap met beperkte aansprakelijkheid, BV)
Liability - The liability of the shareholders for the company is limited to the amount of their shareholdings.
Share Capital – There are no minimum capital requirements, and share capital may be denominated in one currency, or in various currencies. Shares must be in registered form, and may be with or without par value, with full or limited voting rights or be nonvoting, and may have full, limited or no right to profits.
Shareholders – A Curaçao company may be formed by one or more shareholders, who can be resident or non-resident, natural persons or corporate bodies. Details of the shareholders are not disclosed in a public registry.
Directors – A Curaçao company may have 1 or more directors, who can be corporate bodies or individuals. However, a company should have at least one local managing director or a local representative to obtain a business license or a tax-exempt status. Details of the directors are publicly available.
Secretary – Curaçao companies may appoint a secretary but is not mandatory.
Registered Address – A company must have a registered office in Curaçao.
General Meeting – In general, a general shareholders’ meeting of a B.V. must be held at least once every calendar year, within 8 months of the end of the financial year and must be held on Curaçao.
Electronic Signature – Permitted.
Re-domiciliation – Inward/outward re-domiciliation is not allowed.
Compliance – Curaçao companies must file annual financial statements and an annual report annually.
Only large companies are required to have their accounts audited. However, a Tax-exempt BV must have its accounts verified and approved by an independent expert (Registered accountant, accounting consultant or a certified public accountant).
All Curaçao companies are required to file an annual tax return.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Civil law (Dutch) Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- USD 1 Minimum issued capital
- - Minimum paid up capital
- Any Capital currency
- Local Location of annual general meeting
- 2018 AEOI
Taxes
Tax residency – A BV is tax resident in Curaçao if it is incorporated under Curaçao law or it is managed and controlled from within Curaçao.
Basis – Corporate income tax is levied on income sourced in Curacao.
Tax rate – Curacao operates a territorial tax system - profits from sources in Curacao are subject to 22% corporate taxes, whereas profits from foreign-sources are exempt from taxation. According to the new tax legislation passed in December 2019 and effective from January 2020 - in order to determine whether income is from a foreign-source or from a local source, a coefficient between locally born expenses and foreign expenses must be calculated.
Capital gains – Capital gains are treated as ordinary income and taxed at standard rates. However, capital gains derived from participations, in which the Curaçao company holds at least 5% of the shares and the subsidiary is either taxed at 10% or is an active business (derives less than 50% of its gross income from dividends, interests or royalties), may be fully exempt.
Dividends – Dividends gains derived from participations, in which the Curaçao company holds at least 5% of the shares and the subsidiary is either taxed at 10% or is an active business, may be fully exempt.
Interests – Interests received by resident taxpayers from domestic banks are subject to an 8.5% withholding tax.
Royalties – Royalties are subject to corporate income tax.
Withholding Taxes – There are no withholding taxes.
Losses – Losses may be carried forward 10 years. Carryback of losses is not allowed.
Inventory - Inventory valuations are usually made at the lower of cost or market value. In general, the book and tax methods of inventory valuation will be acceptable.
Anti-avoidance rules – Transfer pricing rules are applicable to all types of transactions between related persons, which must be conducted at arm’s length according and supported by relevant documentation.
Tax credits and incentives – Tax holidays may be available for companies investing in the tourism sector. Insurance companies may also benefit from favourable tax regimes.
Personal income tax – Individuals may be considered tax residents if their center of existence is deemed to be in Curaçao.
Residents are taxed on their worldwide income at progressive rates up to 46.5%. However, under the pensioner’s regulations scheme, an eligible individual may opt to be taxed at a 10% flat rate on his foreign-source income or at the applicable progressive rates on deemed income of ANG 500,000. A reduced rate of 19.5% may apply to income received from a qualified pension savings account, private foundation, a trust or a substantial share interest.
Capital Gains are taxed at the standard PIT rate.
Other taxes – Sales tax is levied at 6%. Other tax rates (0%, 7% and 9%) may apply to certain goods and services.
Curaçao levies a real property tax of between 0.4% and 0.6% on the tax value of the property. There is an inheritance and gift tax of 6% and up to 25%, respectively. Exemptions may apply.
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 22% Corporate Tax Rate
- 22% Capital Gains Tax Rate
- 10% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 10 Losses carryforward (years)
- FIFOLIFOAverage cost Inventory methods permitted
- 46.5% Personal Income Tax Rate
- 6% VAT Rate
- 0 Tax Treaties