In Aruba a corporation is a legal entity. It is established by at least two "persons", whether individuals or entities, who are by law designated as founders. A Deed of Incorporation, which includes the bylaws of the company, is drawn up in the Dutch language and executed before a civil law notary. The notary can also assist with the licensing process.
The founders are the initial shareholders, but there can be other shareholders-non-founders who participate in the issued capital at incorporation. There is no legal requirement as to nationality or residency of the shareholders. They may be represented by proxy before the civil law notary. If a non-resident wants to establish a company, a trust or management company can handle the incorporation process and may also provide for representation.
The Deed of Incorporation should contain the following:
- The name of the company, which may be in any language, provided that it is composed of Latin alphabet characters. It should either start or end with the words "Naamloze Vennootschap" or with the abbreviation thereof "N.V.". One is in principle free to choose the name of the company: a name search has to be requested at the High Commissioner Aruba Financial Center as well as at the Chamber of Commerce.
- Statutory seat, which must be situated in Aruba
- The objective of the company.
- The duration unless it is perpetual.
- The authorized capital.
- The par value per share of the capital stock.
- The number of shares for which each of the founders has subscribed and the amount to be paid up on these shares at the time of incorporation.
- The name(s) of the initial managing director(s)
There are no other legal requirements as to the debt/equity ratio than the requirement that participation of the founders equals at least one fifth of the authorized capital. The guidelines have fixed the one fifth of the authorized capital at AWG 10,000, the so-called minimum issued capital. The issued capital may be low in relation to the assets of the company. However, the Minister of Justice may refuse to grant the Declaration-of-No-Objection on the Deed of Incorporation, if he considers the minimum issued capital too low in relation with the activities of the company. The issued capital of a mortgage bank must be at least AWG 40,000 and a bank or an insurance company must have an issued capital of at least AWG 200,000.
The above mentioned Deed of Incorporation is filed with the Minister of Justice, together with a request for the Ministerial Declaration-of-No-Objection mentioned above.
The Company exists as a legal entity from the date it meets the following two constitutive requirements:
- The Declaration-of-No-Objection has been granted by the Minister of Justice
- The Deed of Incorporation has been executed before the civil law notary. The Declaration-of-No-Objection together with the Deed of Incorporation must be published in the Official Gazette of Aruba. Furthermore, the managing director(s) of the company is (are) obliged to register the company in the Commercial Register, which is supervised by the Chamber of Commerce, and to deposit a true copy of the Deed of Incorporation there for public viewing.
Under the Business License Act one requires the following:
- A business license allowing the company to start and maintain a business in Aruba
- A director's license in the case the company's foreign managing directors are non-nationals or legal entities, allowing these to act on behalf of the company.
Applications should be addressed to the Minister of Economic Affairs and can be filed through the:
Whether a business license is granted depends on the kind of business that will be established. An important factor is whether the business contributes to an enlargement of the economic basis of Aruba and if it is capital-intensive.
After the application is presented on sealed paper (obtainable at the post office or the tax collection office) you can be called to provide additional information on:
- the proposed activities of the company
- the number of employees
- the projected investment and the financing
- the location of the company
- the personal data of the managing director(s), stock holder(s) or owner(s)
Submittal of corroborating documents, such as a business plan, permits or application thereto, proof of registration with the Aruba Census Office, may be requested.
Upon receipt of confirmation of the business license, a confirmation fee has to be paid. It is recommended to allow ample time for the application. As it is forbidden to establish a business without a license, authorities can close down the company with immediate effect.
Before starting your company we highly recommend that you contact the various government authorities to get oriented on procedures and regulations and to obtain the necessary licenses. Special permits may be required for specific business activities, such as for hotels, casinos, restaurants, pubs and cafes, ice-cream parlors, liquor & spirits retailers, car rental, bus tours and water sports-related companies.
Certain activities require health permits for employees or sanitation permits for the premises where the business activities are conducted. Inquiries on this can be obtained from the Central Agency for General and Legal Affairs.