Guides to Doing Business
in the Dutch Caribbean & Suriname

Aruba

Public limited liability company and limited liability company.

BES-islands, Curaçao and St. Maarten

Public limited liability company, private limited liability company, sole proprietorship.

Suriname

The limited liability company and the sole proprietorship are the most common structures for doing business in Suriname. In order to further stimulate Suriname as an emerging economy several laws have been amended and implemented, such as the Act Suriname Business Forum which is implemented to actively promote the collaboration between the local private sector and the public sector for the purpose of lasting economic growth and employment in Suriname.

Aruba

Two (2) incorporators are required when setting up a NV, whereas one (1) incorporator is required for a VBA. The articles of incorporation for the NV must be in Dutch whereas the articles for the VBA can be in English. At the time of incorporation the issued share capital of a NV must be at least AWG 10,000 (approximately USD 5,586.59) and the paid up capital must be at least AWG 1,000 (approximately USD 558.65). The authorized share capital of the NV must be at least AWG 50,000 (approximately USD 27,932.96). The shares of the NV should have a nominal value, which is determined in its articles of association. For the VBA there are no legal requirements as to a maximum authorized and a minimum paid up capital. The VBA may however state a maximum authorized capital in its articles of association. The shares in a VBA.do not have a nominal value, unless otherwise stated in the articles of association. In the articles of association, it can be determined that some or all of the shares shall have a nominal value. Certain business activities (e.g. insurance companies) are required to have a minimum issued share capital as stipulated in that policy.

BES-islands, Curaçao and St. Maarten

The difference between a private limited liability company and a public limited liability company can be found in the transfer of shares. A private limited liability company can only have registered shares, while a public limited liability company can also have shares issued in bearer form.

Aruba

The main difference between a corporation or company and a foundation is that the objective of a foundation may not include distributions to its founders or persons who perform a function within the foundation or any others, unless distributions to the latter have a social or idealistic purpose.

BES-islands, Curaçao and St. Maarten

The main difference between a foundation and a company is that (i) a foundation can’t have shareholders and that (ii) a foundation is not able to distribute profit to its founder, its board members or its members of another body (unless the distribution relates to an idealistic or social purpose). A private foundation is however allowed to distribute profit to its founder, its board members or its members of another body. A company does have shareholders and the shareholders are able to distribute profit in a way the shareholders find suitable.

Suriname

The principal difference between a foundation and a corporation is that a foundation has neither members nor shareholders, nor a capital divided into shares. The board of a foundation, which manages its affairs, is therefore not subject to the overall control of shareholders or members. The initial management board is appointed at the moment of incorporation. Thereafter, vacancies are filled at the sole discretion of the management board in office or by another person or body especially nominated for that purpose.

Unlike a limited liability company, a foundation has no capital per se, since it has no shares or shareholders. The founder of a foundation can contribute to the foundation the initial assets at the time of establishment of the foundation or on any date afterwards.

Aruba

All locally operating business, with the exception of companies held under sole proprietorship by Aruban born Dutch nationals, need to have a  license for the managing directors to act as such and a license to carry out business. Depending on the business the company carries out the following licenses are required: food & beverage license, wholesale license, hotel & accommodation license, watersport license, transportation license, foreign exchange license and street vendors’ license. If a company falls under the supervision of the Central Bank of Aruba other specific licenses for its activities are required.

BES-islands

Each company needs to have a license to carry out business.

Curaçao and St. Maarten

Each company needs to have a license for the managing directors to act as such and a license to carry out business.

Suriname

The license entails prior written approval of the Minister of Economic Affairs (the ‘Minister’). The latest adjustment of the Decision in 2011 is liberal and requires only licenses for contractors, shop owners, gold-silver smiths, architects, banks, exchange offices, insurance companies, engineering companies, shipping and air traffic companies, hotels, gas service stations, travel agencies, insecticide spraying agencies, beverage alcoholic-non/alcoholic manufacturers, manufacturers of beef cubes, cement, foodstuffs, insecticides, fertilizers, paints, steel-plastic boats, flower, medicines, fruit and fish products, fabrics, textile, pharmaceutics and sawmills to mention the most important.

Aruba

Central Bank of Aruba: credit instutions, money transfer companies, insurance companies, trust service providers, company pension funds.

BES-islands

De Nederlandsche Bank + AFM: credit institutions, insurance companies, investment institutions, trust companies. The Central Bank of Curacao and St. Maarten will perform prudential supervision on a branche within the BES-islands of an institution who has its corporate seat in Curacao or St. Maarten.

Curaçao and St. Maarten

Central Bank of Curacao and St. Maarten: credit institutions, insurance companies, investment institutions, trust companies.

Suriname

An important task of the Central Bank of Suriname is the supervision of the banking, credit union, insurance, and pension systems.

Aruba, BES-islands, Curaçao and St. Maarten 

Yes

Suriname

A banking license from the Central Bank of Suriname is required to operate as a credit institution in Suriname.

Aruba

Yes, to conduct their activities unless the insurance is sold abroad and the foreign insurer does not actively promote its business in Aruba.

BES-islands, Curaçao and St. Maarten

Yes, to conduct their activities.

Suriname

Not yet, but when the new Supervision Act on Insurance Companies comes into force a license granted by the Central Bank will be mandatory.

Aruba, BES-islands, Curaçao and St. Maarten

All legal entities, commercial partnerships and individuals can be declared bankrupt and can be granted a moratorium.

Aruba, Curaçao and St. Maarten

A bankruptcy is a general attachment of practically all the assets belonging to the bankrupt estate irrespective of the place, wherever in the world these assets are located.

BES-islands

In principle the bankruptcy covers the entire assets of the bankrupt at the time of the bankruptcy, and the assets the bankrupt requires during the bankruptcy. However, some assets are excluded, such as funds which are provided to the bankrupt in order to comply with a legal liability for maintenance. This exception and other exceptions are laid down in the Bankruptcy Act BES.

Aruba, BES-islands, Curaçao and St. Maarten

A moratorium is a temporary procedure that is meant to improve the debtor’s payment obligations by seeing to partial or entire payment of creditors. It aplies to a specified period of time requested to and granted by the court.. The purpose of a moratorium is to give the debtor an opportunity to recover; it may lead to a normal resumption of payments or to a settlement. In case of a moratorium the court appoints a receiver (bewindvoerder).When payment of debt proves to be illusory, the moratorium will be converted into a bankruptcy.

Aruba

The Civil Code of Aruba, the Labor Ordinance, separate labor laws and case law. Individual and/or collective employment agreements are also important.

BES-islands

The Civil Code BES, separate labor laws, case law, Labour and Social Affairs guidelines, and individual and/or collective employment agreements are also important.

Curaçao and St. Maarten

Civil Code and separate labor law. Case law and individual and/or collective employment agreements are also important.

Suriname

The main laws regulating employment relationships are the Civil Code and separate labor law. Case law and individual and/or collective employment agreements are also important.

Aruba, BES-islands, Curaçao, St. Maarten and Suriname

There are no requirements as to the form of an employment agreement. Both written or oral agreements are valid. However it is recommended to have a written employment agreement in case of any disputes.

Aruba

Per 1 August 2017, the minimum wage is AWG 9,98 (approximately USD 5,57) per hour for employees who are 18 years or older.

Bonaire

Per 1 January 2017, the minimum wage is USD 4,73 per hour for employees who are 21 years or older.

Saba

Per 1 January 2017, the minimum wage is USD 5,68 per hour for employees who are 21 years or older.

St. Eustatius

Per 1 January 2017, the minimum wage is USD 5,80 per hour for employees who are 21 years or older.

Curaçao 

Per 1 January 2017, the minimum wage is ANG 9,00 (approximately USD 5,06) per hour for employees who are 21 years or older.

St. Maarten

Per 1 January 2016, the minimum wage is ANG 8,83 (approximately USD 4,96) per hour for employees who are 21 years or older.

Suriname

As of 1 January 2016, the minimum hourly wage for an employee of 21 years or older is SRD 5,22 (approximately USD 0.72).

Aruba

The Labor Ordinance regulates the maximum number of working hours for employees who earn less than AWG 3.437.07 (1 january 2015). The normal maximum working hours have been set at:

• for six days work week: 45 hours per week / eight hours per day at most;
• for a five days work week: 40 hours per week / eight hours per day at most;
• for a four days work week: 36 hours per week / nine hours per day at most.

BES-islands

Employees to whom the Labor Law 2000 BES applies, and who earn less than a certain annual salary, may not work more hours than the staturory maximum working hours.

Curaçao and St. Maarten

Employees to whom the Labor Regulation 2000 applies, who are employees who earn less than a certain annual income, may not work more hours than the statutory maximum working hours.

Suriname

The Labour Code 1963 (“Arbeidswet 1963”) limits the maximum working hours of an employee. Pursuant to the Labour Code 1963 employees in principle may only work for a maximum of 8,5 hours a day or 48 hours a week.

Aruba

Termination of an individual employment agreement is possible by (i) mutual agreement, (ii) by giving notice or (iii) dissolution by the Court. For dismissing personnel, the rules and regulations in the Civil Code and the Ordinance on Termination of Employment Agreements apply. Termination of an individual employment agreement is possible by mutual agreement, (ii) by giving notice or (iii) dissolution by the Court.

BES-islands

Termination of an individual employment agreement is possible by (i) mutual agreement, (ii) by giving notice or (iii) dissolution by the Court. For these termination possibilities, among others, the Civil Code BES, the Termination of Employment Agreements Act BES and Cessantia Act BES applies.

Curaçao 

Termination of an individual employment agreement is possible by (i) mutual agreement, (ii) by giving notice or (iii) dissolution by the Court. For dismissing personnel, the rules and regulations in the Civil Code and the Ordinance on Termination of Employment Agreements apply.

St. Maarten

Termination of an individual employment agreement is possible by (i) mutual agreement, (ii) by giving notice or (iii) dissolution by the Court. For these termination possibilities, amongst others the rules and regulations in the Civil Code, the Ordinance on Termination of Employment Agreements, and the Cessantia Ordinance apply.

Suriname

For dismissing personnel, the rules and regulations in the Civil Code and the Dismissal Permit Act apply.

Aruba, BES-islands, Curaçao and St. Maarten

As a general rule, all foreign nationals are obliged to apply for a residence permit, unless a person has admission by right or qualifies as a tourist.

Suriname

As a general rule, all foreign nationals are obliged to apply for a residence permit, unless a person has admission by right (Skilled nationals of CARICOM) or qualifies as a tourist.

Aruba

Dutch and US citizens may reside in Aruba as a tourist for maximum 180 days per calendar year. Please note that it is prohibited to perform work or to do an internship during a tourist stay. From the moment a Dutch or a US citizen is going to work in Aruba or wants to extend the stay, an application for a temporary residence permit must be filed.

BES-islands

Dutch and US citizens are allowed to reside within the BES islands as a tourist for six months during a period of one year (the so-called free term). During this period it is allowed to look for a job and make enquiries with regard to envisaged residence in the BES islands. In principle, during such a tourist stay it is prohibited to perform paid work for a period exceeding three months. In case it is intended to perform work within the BES islands for a period exceeding three months or in case the envisaged stay is longer than six months, an application for admission by right must be filed.

Curaçao

Dutch and US citizens may reside in Curaçao as a tourist for six months. During this period it is allowed to look for a job and make enquiries with regard to envisaged residence in Curaçao. It is prohibited to work or to do an internship during a tourist stay. From the moment a Dutch or US citizen is going to work in Curaçao or wants to extend his stay, an application for admission by right must be filed.

St. Maarten

Dutch and US citizens are allowed to reside in St. Maarten as a tourist for six months during a period of one year (the so-called free term). During this period it is allowed to look for a job and make enquiries with regard to envisaged residence in St. Maarten. In principle, during such a tourist stay it is prohibited to perform paid work for a period exceeding three months. In case it is intended to perform work in St. Maarten for a period exceeding three months or in case the envisaged stay is longer than six months, an application for admission by right must be filed.

Suriname

Person of Surinamese Descent Act (which includes Dutch nationals of Suriname descent) allows people of Surinamese descent to live and work in Suriname without a visa or work permit under the conditions laid down in the Person of Surinamese Descent Act.

Aruba

Application for a residence permit must be submitted to the DIMAS, however the applicant of a residence permit must remain outside Aruba pending the application procedure otherwise the application may be rejected.

BES-islands

Dutch citizens are allowed to reside within the BES islands pending the application procedure. Depending on the applicants country of origen, it may be required (before an application for a (temporary) residence permit can be filed) to apply for a provisional residence permit in order to be admitted. Once the provisional residence permit is granted, or in the case the applicant is not obligated to apply for the provisional residence permit, the applicant may reside within the BES-islands pending the application procedure.

Curaçao

The applicant of a residence/work permit must remain outside Curaçao pending the application procedure. Otherwise the application may be rejected.

St. Maarten

The applicant of a residence/work permit must remain outside St. Maarten pending the application procedure. Otherwise the application may be rejected.

Suriname

An application must be submitted with the Department of Foreign Affairs (de Loketdienst van de Hoofdafdeling Vreemdelingenzaken). The applicant of a residence/work permit must remain outside Suriname pending the application procedure unless the application is submitted pursuant the Person of Surinamese Descent Act or the Skilled National Act.

Aruba

The allowed maximum length of all stays as a tourist may not exceed 90 days per 12 months, reckoned from the date of first entry. (180 days in certain specific cases).

BES-islands

Tourists are allowed to reside within the BES islands as a tourist for three months during a period of six months (the so-called free term).

Curaçao

From the moment a Dutch citizen is going to work in Curaçao or wants to extend his stay, an application for admission by right must be filed. Contrary to other Foreign nationals, Dutch citizens may be present in Curaçao when filing the application for admission by right. After filing the application and pending the application process for admission by right, Dutch citizens may be present at the workplace as well.

St. Maarten

The allowed maximum length of the tourist stay depends on the tourist’s country of origin.

Suriname

The allowed maximum length of the tourist stay depends on the tourist’s country of origin.

Aruba

Mandatory regulations and rules with respect to real estate, zoning, construction and the environment. Real estate cannot be acquired without the assistance of a public notary.

BES-islands

The Civil Code BES, plus other mandatory regulations and rules with respect to real estate, zoning, construction and the environment, such as the Building and Housing Ordinance.

Curaçao and St. Maarten

Mandatory regulations and rules with respect to real estate, zoning, construction and the environment.

Suriname

The regulations that should be taken into account when acquiring real estate property in Suriname are the Suriname Civil Code (Burgerlijk Wetboek), the Agriculture Act (Agrarische Wet 1937), the Buildings Act (Bouwwet), the Buildings Decree No. 1 (Bouwbesluit no. 1), the Urban Planning Act (Stedebouwkundige Wet), the Monuments Act (Monumentenwet 2002), the Expropriation Urban Planning Development and Residential Facility Act (Wet Onteigening Stedebouwkundige ontwikkeling en Woningvoorziening) and the Hire Purchase Real Estate Act (Wet Huurkoop Onroerend Goed). With respect to the lease of real estate, various laws such as the Tenant Protection Act (Huurbeschermingswet) and the Rental Value Tax Act (Wet huurwaardebelasting 1995) apply, in addition to the Suriname Civil Code. Legislation in Suriname also involves certain laws with respect to spatial planning such as the Decree Principles Land Policy (Decreet Beginselen Grondbeleid), the Decree Legal Status Land allocated before 1 July 1982 (Decreet Rechtstoestand vóór 1 juli 1982 uitgegeven gronden), the Decree allocation of State-owned Land (Decreet Uitgifte Domeingrond) and an (outdated 1904) Expropriations Act (Onteigeningswet).

Aruba, BES-islands, Curaçao and St. Maarten

A private local or foreign individual and/or a legal entity can be owner of real estate property in Aruba. Real estate property can also be jointly owned.

Suriname

An individual or entity with the legal power of disposal can be owner of a real estate property. Ownership is considered the right to freely enjoy and dispose of an item of property such as real estate property, provided that no nuisance is caused to the right of other parties. The aforementioned applies, subject to expropriation for public use as described in the Expropriations Act in exchange for prior compensation.

Aruba

The sale and purchase of real estate property requires a purchase contract and a notarial deed of transfer that is registered in the land registry.

BES-islands, Curaçao and St. Maarten

The sale, purchase and transfer of real estate property requires a purchase contract and a notarial deed of transfer that is registered in the public registry. A title investigation should also be conducted by the civil law notary.

Suriname

Ownership is acquired (in no other way than) by expropriation, accession, prescription, legal or testamentary succession and by transfer in ownership by an individual or entity with the legal power of disposal. Transfer of real estate property is carried out by entry in the appropriate public registers. The deeds by which the immovable properties are alienated, divided or assigned, as well as by which real rights on immovable properties are created or transferred, must be executed by authentic (notarial) deed under the penalty of nullity, unless the Republic of Suriname is a party.

Aruba

Pursuant to the Building and Housing Ordinance, no construction works may be carried out in Aruba without a building permit of the Minister entrusted with Public Works.

BES-islands

In general, according to the Housing and Planning, Spatial Planning and the VROM Act BES, it is prohibited to to carry out construction works without a building permit of the governing council. Planning approval may also be required and buildings have to comply with the applicable regulations.

Curaçao and St. Maarten

Pursuant to the Building and Housing Ordinance, no construction works may be carried out in Curacao without a building permit of the government.

Suriname

According to the Buildings Act (Bouwwet) it is forbidden to carry out construction without a written permit granted by the Director of Public Works and Transport (the “Director”). A building permit to carry out construction can be requested by submitting a written petition with the Director. The Director will decide on whether or not the permit shall be granted within a period of two (2) months.

Aruba

Aruba adopted the Planning and Zoning Ordinance in 2006 and adopted a development plan with zoning rules against undesirable building developments in Aruba in 2009.

Bonaire

Bonaire adopted a planning and zoning ordinance in 1994 and adopted a development plan in 2010 with zoning rules that include restrictions of use and building requirements.

St. Eustatius

St. Eustatius adopted a planning and zoning ordinance in 1976 and adopted a development plan.

Curaçao

Curaçao adopted its own Planning and Zoning Ordinance in 1980 and adopted a development plan with zoning rules against undesirable building developments in Curaçao.

St. Maarten

St. Maarten adopted its own Planning and Zoning Ordinance in 1993. However, St. Maarten is not in the process of adopting a development plan with zoning rules based on the Planning and Zoning Ordinance for the whole island at this stage.

Suriname

The planning and zoning regulations are known as the Urban Planning Act (Stedebouwkundige Wet) pertaining to the urban planning and the cultivation of the land and the Expropriation Urban Planning Development and Residential Facility Act (Wet Onteigening Stedebouwkundige ontwikkeling en Woningvoorziening pertaining to the expropriation for the purpose of the development of urban planning and residential facilities.

Aruba

Not required

BES-islands, Curaçao and St. Maarten 

Required

Suriname

Not required

Aruba, BES-islands, Curaçao and St. Maarten

No

Aruba

If it is new, based on an inventive step and capable of industrial application.

BES-islands, Curaçao and St. Maarten

If it is new, involves an inventive step, capable of industrial application and isn’t specifically excluded from protection.

Aruba, BES-islands, Curaçao and St. Maarten

No

Suriname

Yes

Aruba

No, the holder of a trade name can claim protection based on the Aruba Trademark Ordinance or on general tort law.

BES-islands, Curaçao and St. Maarten

No, protection of a trade name can be claimed based on general tort law.

Suriname

The exclusive right to use a trademark belongs to the party who has made first use of a trade name in Suriname to distinguish his goods from those of others.

Aruba

Profit tax, company turnover tax and dividend tax.

BES-islands

Property tax, general expenditure tax and revenue tax.

Curaçao

Profit tax and dividend tax.

St. Maarten

Profit tax, dividend tax and company turnover tax.

Suriname

The important taxes on corporations are turnover tax and dividend tax.

Aruba

Gasoline, cigarettes, beer, wine, alcoholic spirits and mineral oil are subject to an excise duty.

BES-islands

Yes, it concerns beer, wine, other alcoholic products, cigarettes, cigars, cigarillos and tobacco.

Curaçao

Gasoline, cigarettes, beer, wine, alcoholic spirits are subject to an excise duty.

St. Maarten

Gasoline and cigarettes are subject to an excise duty.

The Kingdom has a Tax Regulations for the Kingdom (Belastingregeling voor het Koninkrijk)

Aruba

A tax payable by the guest over the cost of accommodation is levied (9.5%). The tourist tax is levied from the guests staying in the hotel or guest house and paid by the operator to the tax authority. For timeshare-accommodaties there are settled amounts per night: Afl. 17,- ($ 9.50) for a studio, Afl. 18,43 ($ 10.29) for a one bedroom apartment, and Afl. 21,26 ($ 11.88) for other accommodations.

Bonaire

Yes, if the Tourist Tax Regulation applies, an island tax amounting to USD 5,45 per day is levied when non- residents stay overnight in an apartment, hotel or lodgment. Subject to this tax is the one that offers the opportunity to these non-residents to stay overnight. However, the taxpayer is entitled to seek redress from the non- residents who are staying overnight.

St. Eustatius

Yes, if the Tourist Tax Regulation 2013 applies, an island tax amounting to 7% is levied when non- residents stay overnight in an apartment, hotel or lodgment Subject to this tax is the one that offers the opportunity to these non-residents to stay overnight. However, the taxpayer is entitled to seek redress from the non- residents who are staying overnight.

Saba

Yes, if the Guest Tax Regulation Saba 1995 applies, a tax amounting to 5% is levied when a guest stays overnight in a guest room, other than for permanent residence.

Curaçao

From guest of hotels, lodgment, pension and apartments a 7% room tax is levied.

St. Maarten

Yes, 5% room tax is levied from non-resident guests of hotels and other guesthouses.