3. Commercial Activities
4. Managing Director(S) and Officers
5. Mandatory Information for the Chamber of Commerce
Required Documents for Commercial Property
- Copy Rent Agreement with the Company to be incorporated; or
- Declaration of no objection owner, copy of passport and censo of Afl. 5.--. If owner resides at another address a proof of ownership of the property is also required.
Required Documents for Residence
- Declaration of no objection owner, copy of passport and a censo of Afl. 5,--. If owner resides at another address a proof of ownership of the property is also required.
The Purpose of the Business:
- A copy of the naturalization paper; or
- a declaration of Dutch Nationality mentioning KB date and KB No. from the Censo.
For all Managing Directors that are resident of Aruba a recent Censo extract of Afl. 5,-- not older than three (3) months before the date of registration at the CoC must be submitted.
It is prohibited to operate a business in Aruba without a business license and acting as managing director of a Company without a director’s license. Click on this link for further information: deaci.aw and read the guidelines carefully in order for you to verify prior to incorporation if the Company and its managing directors will qualify to receive a business and/or director’s licenses. Depending on the activities additional licenses, approvals or exemptions may be required. The procedures of each Government Department or Governing authority for each license, approval and/or exemption must be followed and the corresponding fees have to be paid directly to the Government or the governing authority. We do not provide any advice and/or services with respect to the request, intermediation and/or obtainment of any and all licenses, approvals and/or exemptions nor do we provide any guarantee that these licenses, approvals and/or exemptions will be granted. Client must consult the Government directly with respect hereto.
The Company is subject to several types of taxes. We do not provide any advice regarding taxes. Client must consult a tax lawyer and accountant.
The applicant(s), on behalf of the incorporator(s) and managing director(s), declare(s):
- to understand that the notary does not perform name searches of any kind and to indemnify the notary for any and all liabilities or claims related directly or indirectly thereto;
- the incorporator(s) and managing director(s) are not acting on behalf of third parties and are acting in their own name and for their own risk;
- to have completed this form truthfully and to have read and understood the above as well as the explanations hereto and the guidelines of the DEACI.
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CoC: Chamber of Commerce and Industry of Aruba
DEACI: Department of Economic Affairs, Commerce and Industry of Aruba
FZA: Freezone Aruba N.V. freezonearuba.com
TSP: Trust Service Provider with a special license from the CBA
CBA: Central Bank of Aruba cbaruba.org
By law a TSP must be engaged to incorporate or act as managing director or registered agent of an offshore company. For a list of trust service providers click on the following link and scroll down to the appropriate section: www.cbaruba.org
An offshore company is required to obtain business and director’s licenses. However, other rules and regulations apply than the ones mentioned elsewhere in this form. Your TSP will provide you with the explanations and assist you herewith.
Contact the authorities at FZA prior to start with the incorporation procedure via firstname.lastname@example.org or call (+297) 5820909. Click on the link for more information: freezonearuba.com. The name may not end with Freezone Aruba N.V. No business or director’s licenses from the Government through DEACI apply for Freezone companies. However, other rules and regulations apply on Freezone companies.
The notary does not perform name searches of any kind.
The statutory name may not be general, must be distinctive and may not create confusion. The name may not be the same or too similar to other name(s) registered at the Chamber of Commerce. The name must cover the purpose of the Company.
Trade name is the name registered with the Trade Register of the CoC after the incorporation. The trade name may not start or end with N.V. or VBA. The rules and regulations on statutory names also apply for the trade name.
Business Address of the Company
This is the physical address where the Company will be performing its activities. The business address cannot be a P.O. Box. The business address must in principle be at an address in a commercial area as designated by DEACI and may not be in a residential area. For more information consult the website of DEACI or contact DEACI. The business address may be changed after incorporation. The appropriate forms for change of the business address must be filed at the CoC and a license for the change of address must be requested at DEACI.
Notary fees and registration fees of the CoC may increase substantially with an increase of Capital. The issued capital must always be at least one (1) share with full voting rights and full rights to profit.
An N.V. or VBA may be incorporated by solely one (1) incorporator for one (1) share.
The amount of shares an incorporator may participate in is subject to the rules and regulations of the Government for the issues of the required licenses, approvals and/or exemptions to the Company to operate its business in Aruba legally. For standard businesses, DEACI requires that at least 60% of the shares are owned by persons falling in Category A as defined in their guidelines. A maximum of 40% may be in hands of other persons. For further information consult deaci.aw and the guidelines.
Client Due Diligence (LWTF)
Based upon the State Ordinance for the Prevention and Combating of Money Laundering and Terrorist Financing (LWTF) it is required for us to identify and verify all of our clients. The following is required for each incorporator and the persons to whom a power of attorney is given (natural persons):
a. complete and sign a client form;
b. for residents
- a copy of a valid passport or Aruban ID. The client must be identified in person at our office with a valid passport or Aruba ID.
- a copy of a census paper of Afl. 5.00 not older than 3 months;
c. for non-residents:
- a copy of a valid passport and a copy of valid 2nd i.d. The client must be identified in person at our office with a valid passport and a valid 2nd i.d. must be submitted. In case the client will not be present at our office, we need to receive a certified true copy of his/her passport and 2nd i.d. (i.e. driver’s license);
- a copy of a utility bill not older than 3 months.
3. PURPOSE OF THE COMPANY
Fill out the desired activities of the Company.
DEACI may deny licenses for non-related activities or require to open separate branches with separate business addresses at the CoC for each non-related activity. A separate license must be requested at DEACI. This will bring additional delay for the incorporation and the licenses with additional costs. A moratorium currently exists on food companies, such as but not limited thereto: supermarkets, mini markets and groceries. Depending the purpose of the company additional licenses, permits and/or approvals or exemptions may be required, such as but not limited thereto: licenses to sell food and liquor, watersports activities, transport and tours.
4. MANAGING DIRECTOR(S) AND OFFICERS
An N.V. and VBA must have at all times at least one (1) resident (directly or indirectly) registered at the Censo in Aruba as managing director or a TSP as a registered agent, even if the licensing requirements do not require a resident as managing director.
Each managing director for standard businesses must obtain a director’s license, with the exception of persons with Dutch nationality born in Aruba. Consult DEACI to see if you qualify to obtain a director’s license. For each director’s license a fee must be paid to DEACI.
AUTHORITY MANAGING DIRECTOR(S)
The articles of incorporation must state how the Company will be represented in and out of court.
Standard and practical is that each managing director can sign alone.
Two (2) managing directors signing jointly
It can be unpractical if two (2) managing directors must sign jointly. At least two (2) managing directors must be appointed at incorporation and there must always be two (2) managing directors in function to sign jointly for any and all transactions. In case one (1) managing director is abroad or otherwise unavailable the Company could be unable to enter into transactions.
Approval general meeting of shareholders for certain transactions
It can be unpractical if an approval is required from the general meeting of shareholders. For each transaction described in the deed of incorporation you will need to obtain the approval of the general meeting of shareholders. The procedures for valid resolutions by the general meeting of shareholders must be followed as described in the articles of incorporation and proof thereof in the form of minutes, shareholders’ resolutions etc. should be drafted and kept for at least ten (10) years.
It is not required to appoint a proxy. Proxies are appointed by the board of managing directors. I.e., in case a person does not qualify for a director’s license, he or she can be appointed as a general proxy with full powers to represent and bind the Company. A general proxy will be registered in the Trade Register of the CoC. Additional fees will be charged.
We are by law required to identify and verify all managing directors and proxies. See above under Client Due diligence for a list of information for natural persons.
5. MANDATORY INFORMATION FOR THE CHAMBER OF COMMERCE
All registrations for companies incorporated by a notary in Aruba are done electronically through MijnKvK. The information and documents required by the CoC are mandatory and must be submitted prior to schedule the signing of the deed of incorporation. Without this information the registration will not be possible.
6. ADDITIONAL COMMENTS/REQUESTS
In this section you can indicate additional wishes, such as a fiscal year that runs differently than the calendar year or to include a board of supervisory directors (“Raad van Commissarissen”) in the articles of incorporation. Additional costs can apply.
Client is responsible to inform, request and obtain these licenses, approvals and/or exemptions. Client is also responsible to register the Company at the tax department and/or other relevant Government Departments, such as Svb.
The notary office does not provide any advices and/or services with respect to the request, intermediation and/or obtainment of any and all licenses, approvals and/or exemptions nor does the notary office provide guarantees of any kind that these licenses, approvals and/or exemptions will be granted. Client must consult the Government directly with respect hereto. We do not provide any advice regarding taxes. Client must consult a tax lawyer and accountant.
The abovementioned contains general information and may not be construed as legal advice. Notariaat Yarzagaray is not liable for any incompleteness, change and/or incorrectness of the abovementioned information nor for any consequences thereof.