Structures for doing business
In Curaçao, one can operate a business by using different legal forms. A distinction can be made between legal entities such as limited liability companies and foundations and legal forms without legal personality, such as sole proprietorships and partnerships. For a foreign legal entity, it is also possible to do business via a branch office.
The mandatory regulations with regard to legal entities under private law (such as the foundation and the (private) limited liability company) which can be used for doing business in Curaçao, are contained in Book 2 of the Civil Code. The legal entities explicitly regulated are:
- The foundation (stichting);
- The private foundation (stichting particulier fonds, SPF);
- The association (vereniging);
- The cooperation (coöperatie);
- The mutual guarantee company (onderlinge waarborgmaatschappij);
- The public limited liability company (naamloze vennootschap, N.V.); and
- The private limited liability company(besloten vennootschap, B.V.).
Legal forms without legal personality
Depending on, amongst others, the nature and size of the business, business activities and tax structure, one can opt for several legal forms which do not have legal personality:
- The sole proprietorship(eenmanszaak);
- The public partnership(openbare vennootschap);
- The silent partnership(niet openbare vennootschap);
- The limited partnership(commanditaire vennootschap).
The N.V. and the B.V. are, beside the sole proprietorship (eenmanszaak) the most common formal structures for the conduct of business in Curaçao.
Foreign entities can also register a branch office to conduct business activities in Curaçao. For doing business in Curacao through a branch office, the foreign entity needs a business license.