Q and A Contact Sitemap Home

ARUBA | Licenses

All locally operating business (including but not limited to V.B.A., N.V., A.V.V. and branches of foreign legal entities) with the exception of companies held under sole proprietorship by Aruban born Dutch nationals, are subject to a business license according to the Business License Ordinance. Furthermore, a person acting as a managing director of a company requires a directors license (directievergunning).

Applications should be addressed to the Minister of Economic Affairs. In practice the application is handled by the Department of Economic Affairs (the “Department”). Numerous documents should be submitted when applying for a business license e.g. the deed of incorporation, a copy of the share register, a copy of the passport and/or id card of shareholders. Almost the same documents are requested when applying for a director’s license.

The Department issued the Guidelines Business Licensing Ordinance (“Department Guidelines”) in which its policy regarding the issuance of the business and director’s license is set out. According to the Business License Ordinance the licenses will only be issued after to the Chamber of Commerce has given its (non-binding) advice thereon. The Chamber of Commerce also issued guidelines with regards to its advice (“Chamber Guidelines”).

Business license

According to the Department Guidelines the Department will advice positively for the issuance of a business license if (i) at least 60% of the shares of the company are held by locals or persons put on a par with locals and (ii) locals or persons put on par with locals will act as its managing directors. The Department will only advice positively with regards to companies in which the majority of its shares are held by non-locals or to foreign branches of foreign legal entities in the following cases:

•  Specialists work for a definite period of time in the premises of or on the oil refinery;
•  The construction/renovation of a hotel or a public project for which an international tender is required or obligatory;
•  Operation of a hotel or casino;
•  Establishment of processing industries, developments of a high technological level, processing of raw materials into semi manufactures and/or semi-manufactures into end products and these industries are capital intensive;
•  The purchase of existing business premises in order to continue leasing it out as such; and
•  Specialist work that is not available in Aruba in whatever form.

According to the Chamber Guidelines the Chamber of Commerce will advise positively for the issuance of a business license if all or the majority of its shares are held by locals or persons put on par with locals if (i) the business conducted of the company fits into the Chamber of Commerce’s policy for the establishment of new businesses and (ii) the business license is given under the condition that the company’s shares shall be held for at least two years by locals or persons put on par with locals.

According to the Chamber Guidelines it will advise negatively for the issuance of a business license to companies in which the majority of shares are held by non-locals, unless the business conducted by the company is:

(a)         Considered complex or has a high investment;
(b)         Financially strong and/or an exclusive project;
(c)         Transferring knowledge which is not sufficiently available on Aruba.

Directors license
Any foreign director of a N.V. must have a directors license, which is issued by (the director of the Department on behalf of) the Minister, after the Chamber of Commerce has been heard. When rendering advice to the Minister regarding the issuance of a directors license, the Chamber of Commerce also takes into consideration the Guidelines.
 
A directors license is not required if the director is a local person. Persons who are considered the equivalent of a local, do require a directors license, however, such license is in principle always granted. Pursuant to the Department Guidelines of the Department, the following persons are considered to be the equivalent of a local:

a. The Netherlands national born outside Aruba, having resided in Aruba for at least 5 years, and who can prove this by means of a statement of registration in the Population Register of Aruba, and who is also in the possession of an admission permit for an indefinite period of time or a statement of admission by operation of the law;
b.  The person born outside Aruba who has not resided here for 5 years yet, but of whom at least one of the parents is a Netherlands national born in Aruba, and who can prove this by means of official documents;
c.  The alien who has resided in Aruba for at least 10 years and is able to prove this by means of a statement of registration in the Population Register of Aruba, and who is also in the possession of an admission permit as a self employed person;
d.  The Netherlands national born outside Aruba who has resided in Aruba for at least 3 years, to be proven by means of a statement of registration in the Population Register of Aruba, and who has also been married for at least 1 year to a Netherlands national born in Aruba, and who can prove this by means of an official document;
e.  The Netherlands national born outside Aruba who has been married to a Netherlands national born in Aruba for at least 3 years, to be proven by an official document, and who has also resided in Aruba for at least 1 year, and is able to prove this by means of a statement of registration in the Population Register of Aruba; and
f.  The alien who has been married for at least 5 years to a Netherlands national born in Aruba, to be proven by an official document, and who also has resided in Aruba for at least 3 years, and who is able to prove this by means of a statement of registration in the Population Register of Aruba.

The Chamber Guidelines have similar criteria for considering a person the equivalent of a local.

According to the Chamber Guidelines, the Chamber of Commerce will give a positive advice to the Minister for the granting of a directors license for a managing director of an Aruban legal entity, if it concerns a managing director who is a natural person considered the equivalent of a local provided that a local co-director residing in Aruba or a legal representative is appointed.

Pursuant to the Guidelines of the Department foreign (legal) persons ca only obtain a director’s license in the following cases:

(a) A demonstrable investment is made of at least AWG 500,000 (approximately USD 279.330) for each requested directors’ license;
(b) Very complex activities and transfer of not locally available know how;
(c) Business activity being stimulated by the Chamber of Commerce;
(d) A holding or property company; or
(e) A company exclusively conducting offshore activities, provided that a local co-director residing in Aruba or a legal representative is appointed.

According to the Chamber Guidelines, the Chamber of Commerce will only advise positively  to grant a directors’ license to an Aruban legal entity acting as a managing director of the company requesting the directors’ license, if the latter has at least one natural person managing director residing in Aruba or at least one Aruban legal entity managing director having at least one natural person managing director residing in Aruba. The aforementioned exceptions under (a), (c), (d) and (e) also applies to advising on legal person managing directors.

Foreign exchange license
For some international or cross border transactions a specific or general foreign exchange license or exemption from the Central Bank of Aruba may be required. Providing security in respect of such transactions, such as mortgaging or pledging, certain assets are also subject to a specific or general foreign exchange license or exemption. In other cases, the acquisition of an Aruban company by a non-resident requires a foreign exchange license or a notice. Such licenses and notices are for the purpose of enabling the Central Bank of Aruba to monitor the changes in local and foreign currency reserves.