In order to conduct business in Aruba a business license (or a free zone license) and registration at the Aruba Chamber of Commerce are required. Business in Aruba can be conducted through a corporation, a branch of a foreign corporation, sole proprietorship, (limited) partnership or a (cooperative) association.
Foreign investors commonly use a corporation for conducting business in Aruba. Managing director(s) of corporation (the law does not limit the number of managing directors) are required to have a director’s license, except in the case of a free zone company.
Types of Company Structures
In Aruba there are three types of corporate entities:
The limited liability corporation (commonly referred to in Dutch as ‘N.V.’),
The Aruba Exempt Corporation (commonly referred to in Dutch as ‘A.V.V.’)
The limited liability company (commonly referred to in Dutch as ‘V.B.A.’).
Incorporation is subject to approval by the Minister of Justice.
The time required to complete incorporation of a corporate entity and to obtain the necessary permit licenses varies. A corporate entity (minimum investment of USD 275,000) can be incorporated in about two weeks, depending on the complexity of the legal construction provided all required documents have been completed and submitted.
The Limited Liability Corporation – N.V.
The most common legal form to do business in Aruba is through the N.V., which is a corporate body with shareholders, and is governed by the corporate law and its articles of association. A corporation is established by the execution of a notarial deed. Two founders are required to incorporate an N.V. Non-residents can establish an N.V. by proxy.
The deed of Incorporation should include the following:
- Name of the N.V.;
- Statutory seat in Aruba;
- Object of the company;
- Duration of the company (limited or continuous);
- Authorized capital (which must be at least USD 27,933);
- The issued capital must be at least USD 5,587 and at all times at least 1/5 of the authorized capital;
- Par value per share;
- Number of shares per founder and payment amount at time of incorporation;
- Name(s) of the managing director(s).
An N.V. must have one or more ‘managing directors’, who can be either an individual or a legal entity. At least one managing director must be a resident of, or domiciled in, the island where the N.V. is established. The powers of the management board are set out in the law and in the articles of incorporation.
The general meeting of its shareholders should take place in Aruba. An N.V. may issue non-voting shares. The N.V. has to issue at least one share with any nominal value. The equity is not allowed to be negative during the period of existence. Different classes of shares may be issued, for variations in voting rights, participation in profit distributions and in entitlement to a balance after liquidation.
It is possible for a foreign entity to be transformed into an N.V. if the law governing that entity does not oppose this. The reverse is also possible.
Aruba Exempt Corporation – A.V.V.
The incorporation of an A.V.V. is generally the same as the N.V. Some differences of the A.V.V. as opposed to the N.V. are:
- an A.V.V. can be incorporated by one founder;
- the founder is not required to participate in the capital of the A.V.V.;
- the A.V.V. is legally required to be represented at all times by at least one local licensed trust office;
- the general meeting of shareholders of an A.V.V. can also take place abroad; and
- an A.V.V. may not conduct a credit institution in Aruba.
The A.V.V. is a company with a special tax regime (see paragraph 4.10.1) which is often used for international tax planning purposes.
The Limited Liability Company – V.B.A.
The incorporation of a V.B.A. is generally the same as the N.V. The V.B.A. is considered a flexible and modern legal entity because its incorporator(s) can choose to keep the V.B.A. as simple or as complex as deemed necessary. Except for the name, seat and object, the incorporators may choose the items to include in the Articles of Incorporation/Association. The excluded items should be included in the rules and regulations (operating agreement) which may or may not be attached to the notarial deed.
The notarial deed should include:
- Articles of incorporation;
- Name, date of birth, place of birth and residence address of incorporator(s);
- Name and address of the legal representative, if applicable;
- Name and address of the (first) director(s);
- The type and amount of shares issued, the names, addresses, and personal data of natural and legal persons holding shares, and the amount paid on shares.
Differences with other legal entities are for example that the V.B.A. can be incorporated by only one founder, that it has no minimum capital, and that it can be converted into other (inter)national legal entities and vice versa. (Inter)national mergers and splitting are possible through a V.B.A.
Business and Director Licenses
All legal entities require a business license in order to conduct business in Aruba. This license (together with the director license, if applicable) is the first license to be requested in order to proceed with the establishment process. Once these licenses have been paid for at the taxes office and all necessary documents have been submitted to your Arina account manager (for investments over USD 275,000), your account manager will request these licenses on your behalf at the Department of Economic Affairs, Commerce and Industry (DEACI).
To establish a business, non-Arubans usually need a local partner who owns 60% (exceptions are also listed below) of the shares to start a business in Aruba. Aruban in this case means someone born in Aruba with the Dutch nationality or someone who is considered local by the following criteria:
- a Dutch national, born outside Aruba but who has been residing at least five years in Aruba and is in the possession of an admission permit for an indefinite period of time;
- a Dutch national of whom at least one parent was born in Aruba;
- a Dutch national who has been married to an Aruban for at least one year and has been residing in Aruba for at least three years;
- a Dutch national who is married to an Aruban for at least three years and has been residing in Aruba for at least one year;
- someone not born in Aruba and not having the Dutch nationality but who has been married to an Aruban for at least five years and has been residing in Aruba for at least three years;
- a person not born in Aruba and not having the Dutch nationality but who has been residing in Aruba for ten years or more, and is in the possession of an admission “admission permit for an indefinite period of time” or “a statement of admission by operation of the law”.
The 60% ownership rule is no longer applicable for a foreign established corporation, Aruba domiciled corporation, Limited Liability Company or Aruba Exempt Corporation for the following cases:
- Construction, expansion and/or renovation of a hotel or a government project for which an international tender is required or obligatory;
- Operation of a hotel or casino;
- Establishment of environmentally friendly processing industries e.g. high technological level or processing of raw materials into semi manufactures and/or semi manufactures into end products. These industries should be capital intensive with initial investments of at least AWG. 1,000,000 (± $ 600,000);
- The operation of an exclusive business of, among others, a well-known brand name (whose products cannot be resold by a third party) or innovative businesses that contributes to the diversification of the Aruban economy;
- Specialist operations that create high quality jobs that are not available on Aruba. At least 80% of the employees should have a higher level of professional and intellectual capability;
- Business activities which are concentrated in the San Nicolas area. This includes activities to stimulate and/or revive the downtown and surrounding areas of San Nicolas as well as its service-related activities. This license is site-specific for a period of at least 5 years;
- Business activities within the FreeZone Aruba.
Download a checklist of the required documents when applying for a Business License.
In addition to a business license, company directors who are not born in Aruba, and hold the Dutch nationality, should apply for a director license. The director license is requested in conjunction with the business license.
Download a checklist of the required documents for a director license application.