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Curacao Company Formation

There are many advantages to forming an international company in Curacao especially if it is a NV company. NV is an acronym for the Dutch “Naamloze Vennootschap” or a public limited liability company. N.V. companies are registered with the Commercial Register of the Curacao Chamber of Commerce and Industry.

Why Choose Curacao for your Company Formation

Curacao has E-zones for online businesses and the jurisdiction is gaming industry friendly. The small island nation has political stability; a diverse economy and welcomes foreign investment. In addition the regulations are easy to comply with in comparison with other jurisdictions.

Advantages of establishing a Curacao N.V. Company:

• A Curacao-registered company N.V. can qualify for very low taxation of about 2-3% corporate tax rates. Some N.V. companies even qualify for 100% tax exemption.
• Curacao N.V. companies can be fully owned by foreigners.
• Curacao companies’ shareholders have limited liability according to their contribution to the initial share capital.
• Curacao  companies have no minimum amount of share capital.
• An Curacao N.V. company can be formed by a single shareholder. That single shareholder can be the sole director.

Requirements for forming a Curacao N.V. Company

Articles of Association – As with most jurisdictions Curacao requires presentation of the company’s Articles of Association at the time of application for registration. However in Curacao, unlike other jurisdictions you can present your company’s Articles of Association is any language and they don’t have to be written according to any set format.

Identification – You will need to submit a certified copy of your ID or passport as well as proof of residence dating back at least 3 months.

Confidentiality – In Curacao information about the company’s shareholders is recorded by the authorities but remains sealed and confidential.

Directors and Shareholders – Curacao N.V. companies can have just one shareholder. The shareholders can be of any nationality and residence. The company can have just one director (or more) and the director can be the sole shareholder. The Board of Directors can be one or two tiered.

Capital Requirements – For a Curacao company there is no minimum share capital amount although this can be established by the Articles of Association.

Local Registered Agent – All Curacao N.V. companies must have a local registered agent. The local registered agent’s office can be listed as the registered office of the new N.V. company.

Restrictions when forming a N.V. Company

The company name cannot include words without justification e.g. Royal; Trust Company or Bank. The company name must end with N.V.; C.V.; B.V.; V.O.F; Foundation or Proprietorship. The companies must hold the appropriate license in order to deal with insurance; fund management; banking; collective investment schemes; trust management; trusteeship business provision; reinsurance or assurance.

Key points for Curacao company formation:

1. Curacao company formation can take 4-5 weeks.
2. The required documents form all individuals involved are as follows: (Directors, shareholders and beneficial owners)
   1. Notarized passport copy
   2. Notarized utility bill issued in the last 2 months
   3. Bank Reference Letter
   4. CV
3. Professional Reference Letter (Required only if you proceed with Curacao company
4. In the process of curacao company formation, you must define the directors and shareholders.
5. Curacao company requires a local co-director. It has at list one local director.
6. Minimum of one shareholder required, can be corporate or individual.
7. Curacao company must submit annual financial statements and reports.

Please note that you don’t have to incorporate a curacao company in order to obtain the curacao sublicense and you can use other jurisdictions.

Where your online gambling business is established and licensed.

You will need an online gaming license issued by the gaming regulatory authority in the jurisdiction where your company is registered. In some jurisdictions like Malta and Curacao a single licensing authority issues a single license covering all forms of online gaming (lottery, casino, bingo, sports betting etc.). In other jurisdictions like the UK the gaming regulators issue a different type of license for each form of gaming; so you might even need three separate licenses.

Where your target audience is located.

Depending on where your customers are located you may need to obtain a license from gaming regulators in several jurisdictions. You may need a license to target customers in certain jurisdictions. For example only gaming websites holding a license from one of the whitelisted countries can target audiences in the UK and USA.

Targeting Audiences in Countries that Prohibit Online Gambling

Remote online gambling businesses licensed in a respected jurisdiction like the UK or Malta are responsible for prohibiting access to players from countries where online gaming is illegal. If websites do not comply with these restrictions they can be fined and subject to legal action from both the licensing jurisdiction and the prohibiting countries. By breaking the law the company owners, shareholders and directors can be held legally responsible. In addition to exorbitant fines the gambling company may lose its license. Many leading remote gaming operators implement IT structures to restrict access to players from countries where online gaming is illegal. These systems block IPs in certain locations from accessing the gaming site.

So how do you reach a large audience in a jurisdiction where online gambling is prohibited? Many remote gambling companies target audiences in restricted countries by setting up a corporation in a blacklisted country like Curacao where gaming regulations are more relaxed. They can then target players in countries that restrict online gambling but not from their licensed entities. Contact GBO for more information about obtaining online gambling licenses.