There is a better way to do business, and it starts with finding a home base with an efficient legal system and streamlined regulations. Aruba’s relationship as part of the Kingdom of the Netherlands offers both, along with an extensive network of the Kingdom’s embassies the world over.
Starting a business in Aruba due to a solid legal system backed by the Supreme Court in The Hague, the Netherlands — providing even the most demanding entrepreneurs with confidence.
- Aruba is a member of the WTO Agreement on Government Procurement
- The Aruban florin is pegged at the rate of 1.79 florins per USD
- #1 Investment Climate in the Caribbean – Economic Bureau Amsterdam, 2021
- Extensive Network of Kingdom of Netherland Embassies throughout the World
STRUCTURES FOR STARTING A BUSINESS
To do business in Aruba, a company must first acquire a business license under the Business Establishment Ordinance (Vestigingsverordening Bedrijven), unless exempted by the Ordinance or other laws or regulations.
The following are the most common legal entities in Aruba:
- The Public Limited Liability Company (Naamloze Vennootschap, N.V.)
- The Limited Liability Company (Vennootschap met beperkte Aansprakelijkheid, V.B.A.)
- General Partnership (Vennootschap Onder Firma, V.O.F.)
PUBLIC LIMITED LIABILITY COMPANY
According to Aruban law, a Public Limited Liability Company or Naamloze Vennootschap (N.V.) is a corporation or an independent legal entity owned by shareholders. The corporation itself, not the shareholders that own it, is legally liable for the corporation’s acts and debts.
One or more (legal) persons form the Public Limited Liability Company (N.V.) by signing a notarial deed before an Aruban civil law notary. The statutes and rules regulating the N.V. and the conduct of affairs, commonly referred to as the articles of association, are contained in this notarial deed of incorporation, which must be in the Dutch language.
THE LIMITED LIABILITY COMPANY
The Limited Liability Company, or Vennootschap met beperkte Aansprakelijkheid (V.B.A.), is a single business where two or more people share ownership. An Aruban civil law notary completes a notarial Deed of Incorporation to form a V.B.A. The Deed of Incorporation can be in any language that the civil law notary understands.
The incorporators of a V.B.A. are not required by law to participate in the issued capital at the time of incorporation. The by-laws can be found in the articles of incorporation or separate rules (referred to as Regulations). As a result, the articles of incorporation might be concise.
The Vennootschap Onder Firma (V.O.F.) is a general partnership in which all members are equally and severally liable for the debts incurred by the partnership’s business. Partners run the firm and use the same company name, but the general partnership has its own capital, distinct from the partners’ assets. The Civil Code of Aruba applies to the general partnership.
A notarial deed or a private deed can form a partnership. However, the absence of a deed cannot be used to defeat third-party claims. General partnerships must be registered at the Aruba Chamber of Commerce and Industry.
FREE ZONE ARUBA
To establish a business in the free zone of Aruba, the company must contact Free Zone Aruba (FZA). They will determine whether the business fits within the free zone concept and how they can meet the facility needs of the business for location, public utilities, and operational support.
Businesses that decide to proceed with the application must sign a pre-admissions agreement and provide a business plan and personal data to assess the legal establishment of the free zone company. Once these documents are reviewed and approved, the company enters the free zone through an admissions license and contract.
Benefits of a free zone company:
- All profits generated with activities abroad are subject to 2% corporate income tax (instead of 25%).
- The free zone company can produce a maximum of 25% of its turnover with activities for residents of Aruba. However, for certain activities, the ratio of foreign-local sales can be 50/50. These activities include sustainable energy, sustainable food supply, medical tourism, sustainable transportation, and airlines. In these cases, the profit derived from the local sales will also be subject to the set free zone rate of 2%.
- No import duties are due if the products are imported, used for activities in Aruba, and exported abroad.
- No turnover tax is due by the free zone company with the supply of goods or the rendering of services abroad.
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