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VRAGEN EN ANTWOORDEN

1. What types of business entities are recognized by Aruban law?

Business entities or legal forms in Aruba are:

Sole proprietorship

Business entity with a sole owner. The owner is personally liable; there is no distinction between personal and business assets, which means all the owner’s assets can be taken to settle debts should the business become insolvent.

Commercial/limited partnerships (VOF & CV)

A business partnership between two or more people based on a mutual agreement. The partnership is viewed as being one and the same as its owners, liability is personal, which means all the partners’ assets can be taken to settle debts should the partnership become insolvent.

NV

Corporation with limited liability. At least two incorporators are required to establish the legal entity NV. The authorized share capital must be at least 50.000 florins. Participation of the founders must be at least 20% hereof, and thus the minimum issued share capital is fixed at 10.000 florins. The NV is incorporated by a public notary through a deed of incorporation. After that the NV needs to apply for a business license in order to be able to conduct business.

VBA

Limited Liability Company with at least one incorporator and no minimum requirements regarding funding capital. The VBA is incorporated by a public notary through a deed of incorporation, after which the legal entity needs to apply for a business license in order to be able to conduct business. When the VBA does not have at least one local resident as managing director, the legal representative becomes imperative.

AVV

The Aruba Exempt Corporation (AVV) has limited liability. All AVV’s, are required to apply for a business license and must have at least one legal representative in Aruba at all times. The AVV is incorporated by a public notary through a deed of incorporation.

 

2. How do I know which business entity will fit my needs best?

Generally entrepreneurs choose a sole proprietorship or limited partnership when initiating a small sized and/or low risk venture. For capital intensive or high risk ventures a corporation, NV, VBA or AVV, is usually the preferred choice. Depending on the individual situation entrepreneurs choose the business entity that matches their personal needs best. When in doubt, contact the Chamber for more information.

 

3. How do I register a business?

Business registration depends on various factors, such as what type of business is being registered and who is/are registering the business. To find out how to establish the legal form of your choice click here.

All businesses in Aruba, whether a sole proprietorship, legal entities or a branch of a foreign legal entity, all are required to register at the Aruba Chamber of Commerce within one week after their commercial activities have started according to the Trade Registry Ordinance, art. 4 (NL). The procedure to follow in order to start a business in Aruba may vary depending on the legal form chosen.

Legal Forms

Aruba has various legal forms for doing business, being:

  • Sole proprietorship
  • Partnership, which are the vennootschap onder firma (VOF) and commanditaire vennootschap (CV)
  • Maatschap
  • NV (corporation)
  • VBA (Limited Liability Company)
  • AVV (Aruba Exempt Corporation)
  • Foundation
  • Association

The sole proprietorship and general partnership are often the preferred choice for local starting entrepreneurs who initiate a small and/or low risk venture. For capital intensive or high risk ventures, the entrepreneur can opt for legal entities such as, the NV, VBA or AVV.

Establishing sole proprietorships and general partnerships

A sole proprietorship is a legal form with only one proprietor, who is personally liable for all of the business’ actions. The sole proprietorship is reserved for locals (Arubans) or people who are considered local. When the owner of the sole proprietorship is born in Aruba with the Dutch nationality and at least 18 of age, he/she is exempted from the business license requirement and can make an appointment to register the sole proprietorship at the Aruba Chamber. Registration is completed within 36 hours when presenting at the Chamber with the correct documents.

In case the owner was not born in Aruba but is considered local, first he/she should apply for a business license at the Department of Economic Affairs. When there is more than one person involved, the partners are required to register a general partnership. The requirements are the same as for the sole proprietorship.

Aruban born Dutch nationals do not require a business license. Any partner that does not comply with that requirement needs to apply for a license before business activities can start.

More information on how to register a sole proprietorship and/or VOF are available in papiamento and english.

Establishing the NV

The Naamloze Vennootschap, abbreviated NV, is a Corporation, according to Aruban law. It is incorporated by a civil notary who provides the deed of incorporation. At least two founders, whether natural persons or entities are needed to incorporate a NV. The authorized capital is distributed in shares. The company’s shares may or may not be registered to certain owners, which makes them freely transferable.

The shareholders have limited liability. There is no legal requirement as to the nationality or residency of the shareholders. The NV is legally required to be registered in the Trade Registry at the Aruba Chamber and to apply for a business license at the Department of Economic Affairs. Click here for more information on the NV (EN).

Establishing the VBA

The Vennootschap met Beperkte Aansprakelijkheid (VBA) is a Limited Liability Company, that requires at least one incorporator for establishment, with no minimum capital. The VBA is incorporated by a Civil Notary, who provides the Deed of Incorporation. The deed may be executed in the languages Papiamento, Dutch or English. After incorporation, the notary will register the VBA in the Trade Registry at the Aruba Chamber. Then it is necessary to apply for the VBA business license at the Department of Economic Affairs.

The VBA must be represented by at least one managing director at all times. At least one of the directors or the legal representative must be a resident of Aruba. Authorizations and restrictions are stated in the articles of incorporation or rules and regulations. The managing directors are responsible for complying with obligations towards the Chamber. Click here for more information on the VBA in papiamento and english.

Establishing the AVV

The Aruba Exempt Corporation (AVV) is a corporation with limited liability. The AVV is incorporated by a civil law notary in Aruba who provides the deed of incorporation, after which a certificate of no objection of the Minister of Justice is required on the deed of incorporation and the articles of incorporation.

The AVV is represented by is its managing director(s) and is legally required to be represented at all times by at least one legal representative. The legal representative is not a managing director and is a NV established and located in Aruba, whose objects include the representation of AVV’s, while in possession of the applicable business license.

All AVV’s, including offshore ones, are obliged to apply for a business license. The AVV is a company with a special tax regime. If the activities are restricted to certain pre-defined areas, the profits generated with these activities are tax exempt on Aruba. The exempt company remains subject to corporate income tax, but its profits are exempt. If the exempt company does more than the pre-defined activities, the exempt company is subject to the normal corporate income tax rate of 28%.

Business license

Businesses need a business license according to the Ordinance on the Establishment of Businesses before initiating their activities. The only exemption to the business license requirement is a sole proprietorship or a general partnership consisting of Aruban born adults with the Dutch nationality. In all other cases a business license is required.

The business license is issued by the Department of Economic Affairs after the Aruba Chamber has been heard. The Chamber will take into consideration its Guidelines to the Business Establishment Ordinance, which are drawn up to support the Chamber in this matter. According to the Guidelines, the Chamber will give a positive or negative advice to the Minister for the granting of the business license for a corporation, of which at least 60% of the shares are owned by locals, or the equivalent of a local, or a legal entity incorporated under the laws of Aruba of which all shareholders are local.

The Chamber sets the following conditions:

The nature of the activities and the place of establishment of the corporation must be in conformity with the Guidelines, premised on sustainable development;

  • The business activity contributes positively to the Aruban economy and its diversification.
  • The business activity will fortify and/or boost local entrepreneurship.

To review the Chamber’s guidelines (NL), click here.

For more information on the business establishment license, consult the Department of Economic Affairs’ website, www.arubaeconomicaffairs.aw.

Director’s License

In addition to a business license, company directors not born in Aruba, and hold the Dutch nationality, should apply for a director’s license at the Department of Economic Affairs. Consult the Department’s website for more information on the requirements, www.arubaeconomicaffairs.aw.

Company obligations towards the Chamber

Besides registering their business within one week after the initial start of the economic activities, businesses should also keep their company data up to date at all times. Adaptations are conducted from Monday thru Friday, between 1:00-3:00pm, free of charge. Businesses can make unlimited modifications and amendments in the company data, which will be processed within 36 hours. For more information, download the brochure on Rights and Obligations of Companies & Foundations here in papiamento and english.

Businesses are subject to paying a registration fee upon registration and an annual contribution in the years following. The registration fee and annual contribution are based on the total amount of capital invested in the business as appearing in the Chamber’s records on January 1st of each following year and is determined by the Minister of Economic Affairs according to the Ordinance on the Chamber of Commerce & Industry, art. 21, paragraph 1, c (NL).

The annual contribution is based on investment as appearing in the Chamber’s records on January 1st of each following year. Whenever a company ceases to operate, it is recommended to cancel the business at the Chamber as soon as possible but preferably before December 31 in order to stop payment obligations towards the Chamber, before the new year starts.

The Chamber’s registration and annual contribution fee (in Aruban florins)

 

Capital (In Aruban Florin)

First Registration

Annual Fee

0 – 25,000

96

96

25,001 – 50,.000

120

120

50,001 – 100,000

165

156

100,001 – 200,000

210

175

200,001 – 500,000

350

245

500,001 – 1,000,000

700

280

1,000,001 – 2,000,000

1,500

600

2,000,001 – 3,000,000

1,500

750

3,000,001 – 4,000,000

1,500

900

4,000,001 – 5,000,000

1,500

1,125

5,000,001 and more

1,500

1,275

Read the brochure the Chamber’s registration and annual contribution fee for more information.

4. Do I need to register at the Aruba Chamber?

According to the Trade Registry Ordinance, art. 1, it is mandatory that all commercial activities are registered in the Trade Registry at the Aruba Chamber. According to art. 4, businesses are to be registered within 7 days after the commercial activities have initiated.

5. Does the Chamber issue business licenses?

No, the Aruba Chamber does not issue any licenses. Business licenses are issued by the Aruban Government, thru the Department of Economic Affairs. The Aruba Chamber is heard in the process and as such will provide an advice to the Department of Economic Affairs, based on its Guidelines to the Business Establishment Ordinance. All corporations need a business license before commercial activities can start. According to art. 2 of the Business Establishment Ordinance, corporations cannot change their activities or address without prior authorization of the Minister of Economic Affairs. For more information on the business license click here.

6. Do I have to pay to register my business?

All businesses have to pay a registration fee upon registration in the Trade Registry which depends on the total invested capital. In the following years the business has to pay a yearly contribution which is based on investment as appearing in the Chamber’s records on January 1st of that year. (Trade Registry Ordinance art. 15).

7. What services do I get for the yearly contribution that I pay?

According to the Trade Registry Ordinance, the obligation to pay is linked to the fact that the company is registered in the Trade Registry. Besides administering and maintaining the Trade Registry, the Chamber offers additional services; such as free personal information sessions, regular lectures either free or for a minimal fee, a free quarterly newsletter, trade missions, expo’s, access to trade registry information, a highly informative and dynamic website. Entrepreneurs can also obtain other economic or business information on Aruba or documents such as extracts, certifications or letters of recommendation upon request.

9. When do I need a business license?

All legal entities require a business license to be able to conduct a business in Aruba. Individuals born in Aruba with the Dutch nationality who register a sole proprietorship or a VOF, do not require a business license.

10. When do I need a director’s license?

Managing directors who are born in Aruba and have the Dutch nationality do not require a director’s license. All other cases require a director’s license.

11. After applying for a business or director’s license, how do I keep track of the proceeding of the license application?

The Department of Economic Affairs can keep you updated of the proceeding in the license application process. The Chamber can only inform you if the business license request has been sent to the Chamber for advice and when it was – or will be – sent back to the Department of Economic Affairs. Whether the license will be granted or not, is decided by the Department of Economic Affairs.

12. What is a managing director?

A managing director is an individual or legal entity who is appointed by the General Shareholders Meeting to act on behalf of a registered corporation. All company directors are to be registered in the Trade Registry at the Aruba Chamber and all NV’s, VBA’s and AVV’s must have at least one local managing director. The authority of the managing director is established in the articles of incorporation.

13. What are the managing director’s responsibilities?

The managing director defines business policy and implements the management of the company on a daily basis. This authorization and its limitations are stated in the articles of incorporation. The managing director is also responsible for ensuring the success of the enterprise and in areas such as tax law; the managing director is personally liable for the company complying with the legal requirements.

14. What is a proxy?

A person who is authorized, without being a managing director, business owner or partner to act on behalf of someone else or a legal entity. The authority and the possible limitations hereof, are granted by the director or business owner and are registered at the Chamber of Commerce.

15. What is a legal representative (wettelijke vertegenwoordiger)?

As stipulated by Aruban law a legal representative is a NV, established according to local law and located in Aruba that has as its object to represent AVV’s and VBA’s and is in the possession of the applicable license from the Central Bank of Aruba.

16. How do I establish a subsidiary?

Registration of subsidiaries and branches is mandatory. Subsidiaries are registered through form 5 at the Aruba Chamber. Necessary documents are the head quarter’s deed of incorporation, its articles of incorporation, extract of registration at the Chamber of Commerce. After registration at the Aruba Chamber is completed, it is required to apply for a subsidiary license at the Department of Economic Affairs. Subsidiaries of foreign legal entities are to be registered as a new business in Aruba, and will require a local partner owning 60% of the shares in order to be granted the business license.

17. Where do I find a local partner?

There is no official data base or registry to find a local partner. The Aruba Chamber can offer you the possibility to help you find such business through an ad placement. This ad will be displayed in the Chamber’s multimedia library for a month and in the next edition of the Chamber News & Views, a newsletter we distribute among 6000 business owners. This service costs 50 florins (US$ 28) and if you are interested in this service, contact businessinfo@arubachamber.com, and we will send you the details. Sometimes a lawyer or a notary can be of assistance too.

18. What are my responsibilities as a business owner?

Sole proprietorship holders and partnerships are personally liable for all the company’s actions, legally and fiscally. A company’s director of a VBA, NV or AVV is responsible for the daily operations and the financial obligations, including taxes, of a company. For more information read the brochure Rights and Obligations of company & foundation.

19. What if I would like to add more activities to my business in the future?

That is possible, but the procedure depends on the type of business being registered. In case the modifications made are for a sole proprietorship or partnership, the owner or proxy can make the necessary adaptations filling out the appropriate form and deposit it at the Chamber. If they require a business license before starting the business they need to update the license at the Department of Economic Affairs first. Valid identification (such as a passport or cedula) is always required when updating information. In case it concerns address change, a document that verifies the new address should be presented as well.

Adaptations concerning NV, AVV & VBA

When the filing of modifications concern a VBA, NV, AVV, foundation or association, the director, proxy or legal representative can make these modifications. The procedure depends on the type of modification. If it concerns a change in the statutory name, object or a change in its articles of incorporation, then the adaptation procedure starts with the notary. When it is a change in business address, the director should make the adaptations personally in the Trade Registry together with a document that verifies the new business address, such as rental agreement or the deed of property purchase. Afterwards it is necessary to submit the request for address change on the business license at the Department of Economic Affairs. The business is not allowed to move until the modification has been approved by the Department of Economic Affairs.

Registration of a new director

If the NV, AVV or VBA has a new director, the previous director should register the new director at the Aruba Chamber. In order to complete the registration of a new director a completed and signed form 8, valid ID of the new director, proof of registration at the Civil Registry Office and in case the director was not born in Aruba, a director’s license is required. If applicable, the new director should apply for this license prior to registration in the Trade Registry. The minutes of the Shareholders' Meeting where the decision to appoint the new director was made should also be included. The resigning director needs to file a signed form 15 at the Trade Registry together a copy of a valid ID and the minutes of the Shareholders' Meeting where the decision was made.

Keep in mind that as long as the adaptation has not been made, the information appearing in the Trade Registry is legally binding for the company itself and third parties.

20. Which form do I need to make adaptations?

Forms needed depend on the modification to be made. All forms are available on our website, and have a clear description as to the function of the form, click here to view the Registry forms.

21. What do I do when I want to discontinue my business?

The procedure for closing a business depends on the type of business. For sole proprietorships and partnerships, the owner can make the cancellations from Monday thru Friday, between 13:00-15:00 by completing and signing form 13, and delivering it at the Trade Registry with a copy of a valid id. If the owner is unable to come by the Chamber personally to file the cancellation, he/she may authorize another person through a power of attorney (original or authenticated copy), together with the signed form 13 and copy of valid identification of both.

Dissolution of partnership or legal entity

Form 17 has to be completed and signed by the (managing) director and handed in at the Aruba Chamber. This form can also be downloaded online. Any other required documents are brought forward in the forms explanation.

Dissolution of a corporation (Code of commerce art. 141-155)
A legal entity is dissolved when the specific activities for which the corporation was undertaken are terminated; or expiration of the date mentioned in its articles of incorporation; when the decision to liquidate was taken in its General Meeting of Shareholders or when a corporation is dissolved by Court order.

In addition to informing the Chamber of the decision to dissolve the corporation or former legal entity (such as a foundation or association), it should also make its dissolution public by announcing it in the Official Gazette (Landscourant) of Aruba and in one locally distributed newspaper. After the dissolution, the corporation will continue to exist until all her affairs are settled. In which case the words “in liquidation” will appear next to the corporation’s name in the Trade Registry.

The board of Directors will follow the steps stated in the deed of incorporation and its articles and/or according to decisions taken during the General Shareholders Meeting. The liquidator(s) determine the criteria concerning the nomination, suspension, dismissal, authority, obligations and responsibilities of the board of directors.

If the corporation has settled all its outstanding debt to its creditors and it still has assets available, the liquidator will distribute what is left amongst shareholders and other rightful claimants according to what they are entitled to. Distribution of these benefits is not allowed until at least two months have passed since the liquidator has published the decision to distribute the assets & the conditions involved in the Official Gazette (Landscourant) of Aruba and after the liquidator has informed the Chamber. The liquidator must also inform the corporation’s (head) office in case it still exists. Within this period of time all stakeholders have the authority to oppose this decision by contacting the corporation’s office (if still in existence) or the liquidator’s office.
Afterwards the Court in First Instance will, on request of the liquidator or beneficiaries, authorize the liquidator to pay out the benefits and will also provide a decision concerning petitioners who opposed the decision to pay out benefits. The petitioner has three weeks to appeal the court’s decision.

After the claim settlement, the corporation will still keep its books for 30 years, it will be kept by the person appointed in its deed of incorporation as its custodian or by the one appointed by the General Shareholders Meeting. If no one is appointed as a custodian, beneficiaries have the right to request the Court in First Instance to appoint one. The custodian is to be registered in the Trade Registry at the Aruba Chamber thru form 18. Shareholders of the dissolved corporation may ask the Court in First Instance to authorize them for inspection of the books provided that they can justify that they have reasonable motive to do so.

22. Can the Aruba Chamber dissolve a corporation?

According to the Code of Commerce, art. 155qqbis & 155qqter, the Aruba Chamber can request the Court in First Instance to dissolve a corporation when:

the corporation has not paid the amount outstanding regarding its annual contribution, either for itself or for an enterprise of which it is a proprietor, while, despite reminders by the Chamber, a period of minimum one year has elapsed since the amount became due. Or when the corporation has no managing director(s) registered at the Trade Register for at least one year, and no filings have been made during this period; or the corporation has (a) managing director(s), but the managing director(s) is (are) deceased; or, no communication with the managing director(s) has been possible for a period of at least a year at the business’ address or the managing director’s home address, as appearing in the Trade Registry. And last, the corporation has no legal representative(s) registered for at least one year, and no filings have been made during this period, while according to art. 20 VBA Ordinance and art. 155a, par. 6 Code of Commerce, the corporation is legally required to appoint a legal representative. This applies only to the VBA & AVV, not for the NV. Click here to find out more on how the Chamber can request the dissolution of a corporation and the consequences hereof.

23. What are the Chamber’s business hours?

Monday through Friday:

  • General 8.00 a.m. – 4.30 p.m. AST
  • Cashier 8.00 a.m. – 4.15 p.m. AST

24. How do I order a business extract, and what are the costs involved?

Business extracts can be ordered online, click here or send an email to reception@arubachamber.com. After the Chamber has received your request, the extract will be prepared and we will contact you when it is ready for pickup. This is usually possible within 24 hours after we have received your request.

25. How can I find out the correct name of a company/organization?

Many corporations have a statutory name and a different trade name. It will be useful to know at least one when looking to find a company in the Registry, whether at the Chamber or online. If after browsing the Registry you are still unable to locate the company, it is best to contact the company directly and ask for the company name. Identification of a company is impeded when the company in question uses a different spelling or has not filed the new trade name in the Trade Registry yet.

26. How can I find out if I have any outstanding dues at the Aruba Chamber?

Contact the Chamber, at 582.1566, ext. 21 or send an email to registers@arubachamber.com.

27. What are the Chamber's bank account numbers?

You can review them at the bottom of each page of the website. For international transfers, you need to add the SWIFT code of the bank of your choice: Aruba Bank - ARUBAWAX, Banco di Caribe - BDCCANCU, CMB - CMBAAWAX, RBTT - RBTTAWAW.

8. What is reclassification of the invested capital?

According to article 15, paragraph 4 and 5 of the Trade Registry Ordinance, the Chamber is authorized to move a registered business to a higher capital scale when there is reasonable doubt that the indicated investment amount is not correct, or when the invested capital has not been filed. If there is no consensus on the level of the invested capital, the Trade Registry can request proper proof of this.

Periodically, as is the case in 2009, exercises of reclassification are undertaken by the Chamber. The right of companies to object to a Chamber's decision to reclassify is subject to the stipulations according to the Ordinance on Administrative Justice (LAR).

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Dirk Tierens | Antwoord 04.06.2015 00.10

Beste Jenny en Will,
Ik ben ook Belg en ben aan het nazien naar de mogelijkheid om een zaak te starten op Aruba. Is dit mogelijk? Licentie een probleem zie ik.

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