Netherlands Antilles

Geography, Population, LanguagesNetherlands Antilles Offshore Company Formation

The Netherlands Antilles consist of two groups of islands in the Caribbean Sea: the Leeward Islands, Curacao and Bonaire are approximately 30 km north of Venezuela, and The Windward Islands of St. Maarten, St. Eustatius and Saba are about 160 km east of Puerto Rico. The total land area is 960 sq. km and the population of the Netherlands Antilles is approximately 200,000, a large portion of which resides on the Island of Curacao.
The Netherlands Antilles have a tropical climate, with warm weather all year round.

Dutch is the official language. However, English and Spanish are spoken widely. The local language Papamiento (a Spanish-Portuguese-Dutch-English dialect) also predominates.

History, Political Structure and Law

Both the Leeward and Windward island groups were discovered and initially settled by the Spanish. In the 17th century, the islands were conquered by the Dutch West India Company and were used as bases for slave trade. The slavery was abolished only in 1863. The prosperity of the country was restored in the early 20th century with the construction of oil refineries to serve the newly discovered oil fields of Venezuela.

The Netherlands Antilles is an autonomous part of the Kingdom of the Netherlands since 1954. The Netherlands Antilles Government function under a democratic system, which is derived from European parliamentary systems. The country is considered one of the most stable democracies in the region. Legal, political and administrative systems of The Netherlands Antilles are based on Dutch Civil Law, with English Common Law influence on the offshore regime. The head of state is the ruling monarch of the Netherlands, who is represented in the Netherlands Antilles by a governor. The legislative branch is two-layered. The Netherlands Antilles has associate status of the European Union.

Economy and Infrastructure

Tourism, petroleum transshipment and oil refinement, as well as offshore finance are the anchor of coutry economy. 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. The major suppliers are: Venezuela, the US, and Mexico, as well as the Dutch government.

The financial and professional infrastructure is well-developed. There are about 70 banks and more than 50 of them international. Currency of the country is The Netherlands Antilles Florin or Guilder. It has a fixed exchange rate with the United States dollar of 1.79:1.

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. On December 29th, 1999, the Netherlands Antilles adopted new tax legislation known as The New Fiscal Framework (NFF). This legislation was intended to ameliorate the jurisdiction’s image as an Offshore Financial Centre and to revitalise its financial services industry. The NFF has removed the distinction between offshore and onshore companies, and simplified tax rates.

Company Incorporation

The principal corporate legislation is the Commercial Code of the Netherlands Antilles, Articles 33 – 155. Language of legislation and corporate documents is English. In 2004 a new corporate law was introduced as “Book 2” of the Civil Code (“CC”) of the Netherlands Antilles. It simplifies and liberalises some aspects of the formation and operation of most of the corporate forms, as well as introducing new rules covering corporate governance and dealing with directors’ liability.

The form taken by almost all limited companies in the Netherlands Antilles, whether for domestic trading or for offshore purposes is “N.V.” (naamloze vennootschap) – limited liability company. This type of company is mainly used as a holding, trading or a shipping company. It has one of the lowest government fees and enjoys total confidentiality and anonymity.

The formation process for an offshore N.V. follows the normal pattern. Once incorporated, a company needs to obtain a business license and a managing director’s license need to be obtained annually from the Bureau for Social and Economic Planning. Unless a special permit has been granted a Netherlands Antilles N.V. cannot solicit funds from the public, sell its own shares publicly, or engage in banking, insurance, fund management activities.

A name must be approved by the Chamber of Commerce. Company names are subject to the following requirements and restrictions:

  • A name of the company can be expressed in any language using the Latin alphabet. The Registrar may request a Dutch or English translation to ensure that the proposed name does not contravene name restrictions;
  • All Netherlands Antilles companies must include the words Naamloze Vennootschap or the abbreviation NV. Where a company’s activities are outside the Netherlands Antilles and the Articles permit, the suffixes Limited, Ltd, Inc or SA are allowable;
  • The following words or their derivatives in any language may not be used: bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, chamber of commerce, co-operation, council, municipal or any name in English or a foreign language that may suggest association with the banking or insurance industries;
  • A name cannot be identical or similar to that of an existing company;
  • A well known name that is known to exist elsewhere cannot be used;
  • It is prohibited to use names that implies imply royal or government patronage;
  • Name that imply illegal activities or which in the opinion of the Registrar are considered undesirable, obscene or offensive are also prohibited.

The authorised capital of the N.V. must be at least ANG50,000, 20% of which must be fully paid up on incorporation and must remain so. The following types of shares are permitted: registered shares, preference shares, redeemable shares and shares with or without voting rights. Bearer shares are also permitted, but must be fully paid up. No par value shares are impermissible. There is not a public shares register.

A minimum of one shareholder is required, who may be an individual or a corporate entity. A General Meeting of the shareholders must be held within 9 months after the end of the financial year. Such meetings must be held in the Netherlands Antilles, but shareholders can be represented by proxies.

All Netherlands Antilles companies must appoint at least one resident managing director. Additional managing directors may be appointed; they can be individuals or corporate entities, and need not be resident. Director’s meetings are not required. There is a public director’s register. The Netherlands Antilles Companies Acts do not provide for the appointment of a company secretary.

Registered office is required and must be maintained in the Netherlands Antilles at the address of a licensed trust and management company, a law firm or accountancy firm. Registered agent is also required.

In the majority of cases there is no requirement to file audited accounts with the Registry, but the annual financial statements and an annual profit tax has to be filed. Where there are a large number of issued bearer shares or company activities include banking, loans or insurance accounts must be audited and submitted each financial year.

Annual Taxation and Fees

The taxation of Netherlands Antilles companies is governed by the National Ordinance on Profit Tax 1940.

Every Netherlands Antilles company must pay an annual fee to the Chamber of Commerce, which is variable and dependent on authorised capital.

Netherlands Antilles companies deriving all their income from outside the Netherlands Antilles are liable to tax rates of between 2.4% and 6%, depending on the corporate structure and the use of the Netherlands double taxation treaty.

The Netherlands Antilles has double tax treaty agreements with Norway and The Netherlands.

EditorNetherlands Antilles