Bank Accounts website
Flag Theory website

Curaçao

We can help you incorporate in Curacao

Besloten Vennootschap met beperkte aansprakelijkheid (Private company limited)

Curaçao offers two primary types of corporate entities for business incorporation: the Besloten Vennootschap (B.V.), or private limited liability company, and the Naamloze Vennootschap (N.V.), or public limited liability company. Both entities are limited by shares and provide limited liability to their shareholders, yet they differ in terms of share transferability, internal governance, and regulatory treatment.

The core distinction between a B.V. and an N.V. lies in their approach to share issuance. A B.V. is prohibited from offering its shares to the public through regulated markets. Share transfers are typically private and often subject to restrictions, such as prior approval by other shareholders. An N.V., on the other hand, is permitted to issue shares publicly and may be listed on a stock exchange.

From a corporate law perspective, N.V.s offer more flexibility in terms of the types of shares they can issue (e.g., bearer shares, different classes with varying rights). B.V.s tend to offer greater customization in their internal governance documents. For example, a B.V.’s articles of association may stipulate that shareholder consent is required for managerial decisions or even assign managerial authority to shareholders directly—flexibility not typically available to N.V.s.

Furthermore, B.V.s may be dissolved automatically upon certain shareholder-related events, such as death or bankruptcy, if the articles so specify. This kind of dissolution clause is less common in N.V. structures.

In practice, for standard private operations where public fundraising is not contemplated and no complex capital structuring is required, the practical differences between a B.V. and an N.V. are minimal, particularly when no bespoke arrangements are requested.

Neither B.V.s nor N.V.s are subject to minimum capital requirements under Curaçao law. A company may be established with a single share, which may be issued at any nominal value and need not be fully paid up at the time of incorporation.

Full foreign ownership is permitted in both types of entities. Foreign individuals or legal entities may serve as shareholders and directors. However, every Curaçao company must appoint a representative within the jurisdiction for compliance and regulatory correspondence. This can be satisfied in one of two ways:

  • By appointing a local legal representative (a resident individual or licensed fiduciary service provider) who holds the authority to act on behalf of the company before government agencies, or
  • By appointing a resident director, who is physically located in Curaçao.

This requirement ensures that the company maintains a local point of contact for administrative and legal purposes.

Taxation in Curaçao: Territorial System and Substance Requirements

Curaçao’s corporate income tax regime operates on a territorial basis, meaning that only income arising from domestic sources is subject to taxation. Foreign-source income is exempt, provided the company can substantiate the location of its economic activity and meets relevant substance criteria.

To determine the portion of income attributable to Curaçao, the tax authority uses a coefficient-based approach. The calculation involves comparing local expenses (such as staff, office rent, or services performed in Curaçao) to foreign expenses (e.g., overseas contractors or support services). The resulting ratio is then applied to the company’s total net income to identify the taxable portion.

Companies aiming to benefit from the territorial exemption must demonstrate sufficient economic presence in Curaçao. These substance requirements vary depending on the company’s business model. In the case of holding or passive entities, appointing a resident director is generally sufficient to satisfy substance requirements. Non-compliance with these rules may result in denial of the tax exemption and possible penalties.

Under Curaçao’s tax law, dividends and capital gains derived from qualifying shareholdings are exempt from corporate tax, subject to specific conditions.

For local subsidiaries, the exemption applies in full. For foreign participations, the exemption is granted if the shares:

  • Represent a non-passive investment, and
  • The underlying entity is subject to tax on its profits (typically at a minimum effective rate of 10%).

If the foreign participation is considered a passive investment (e.g., portfolio shares) and the entity is not taxed at the minimum level, a partial participation exemption may apply. In such cases, only a portion of the dividend income—determined by a formula involving the prevailing corporate tax rate—is considered exempt.

Curaçao provides a 0% corporate tax rate for entities that qualify as investment companies, provided several criteria are met:

  • The company’s purpose is limited to investment in credit instruments, securities, intellectual property, or similar rights;
  • The company is managed exclusively by Curaçao residents or certified trust companies;
  • Financial statements are audited annually by an independent auditor;
  • Most underlying participations are taxable at or above 10%, or untaxed participations represent less than 5% of total investment income;
  • The company maintains appropriate local staffing and infrastructure relative to its activities.

This regime is particularly relevant for asset management firms and IP-holding entities operating from Curaçao.

Currently, no withholding tax is levied on dividends paid to non-resident shareholders, making Curaçao attractive for international structuring.

Tax Filings and Financial Reporting

  • A provisional tax return must be submitted, and any tax due paid, within three months of the financial year-end.
  • The final return is due within six months, with a possible six-month extension upon request.
  • Annual financial statements must be prepared within eight months of year-end and approved in a shareholder meeting within the same timeframe.

An audit requirement applies only to N.V.s that meet at least two of the following thresholds:

  • Total assets ≥ ANG 5 million (~USD 2.8 million)
  • Annual revenue ≥ ANG 10 million (~USD 5.6 million)
  • Average number of employees ≥ 20

B.V.s are not subject to mandatory audits unless they opt in voluntarily or become regulated entities.

Both the B.V. and N.V. structures in Curaçao provide limited liability, flexibility in ownership, and access to a favorable tax regime. The choice between them largely depends on the company’s objectives, governance preferences, and capital structure needs. Curaçao’s territorial tax system, when combined with proper local substance, allows for efficient international business operations. Regulatory compliance, including timely tax filings and adherence to substance standards, remains central to maintaining favorable treatment.

Taxes

Tax residency – A BV is tax resident in Curaçao if it is incorporated under Curaçao law or it is managed and controlled from within Curaçao.

Basis – Corporate income tax is levied on income sourced in Curacao.

Tax rate – Curacao operates a territorial tax system - profits from sources in Curacao are subject to 22% corporate taxes, whereas profits from foreign-sources are exempt from taxation.

In order to determine whether income is from a foreign-source or from a local source, a coefficient between locally born expenses and foreign expenses must be calculated.

Capital gains – Capital gains from equity participation in local entities are exempt from taxes. When it comes to foreign entities, the full participation exemption applies when the participation is not held as a passive investment (portfolio shares) and/or is subject to tax over the underlying participated entity profit. If the foreign participation is held as a passive portfolio investment and is not subject to tax over its profits, a partial participation exemption may apply on dividends received from such a foreign participation. In order to determine the profit in case of the partial participation exemption, only 10/T (T being the current profit tax rate) which applies in the year in which the dividends are received, are considered.

Dividends – Dividends  from equity participation in local entities are exempt from taxes. When it comes to foreign entities, the full participation exemption applies when the participation is not held as a passive investment (portfolio shares) and/or is subject to tax over the underlying participated entity profit. If the foreign participation is held as a passive portfolio investment and is not subject to tax over its profits, a partial participation exemption may apply on dividends received from such a foreign participation. In order to determine the profit in case of the partial participation exemption, only 10/T (T being the current profit tax rate) which applies in the year in which the dividends are received, are considered.

Interests – Interest payments are treated as ordinary income for corporate tax purposes.

Royalties – Royalties are treated as ordinary income for corporate tax purposes.

Withholding Taxes – There are no withholding taxes.

Losses – Losses may be carried forward 10 years. Carryback of losses is not allowed.

Inventory - Inventory valuations are usually made at the lower of cost or market value. In general, the book and tax methods of inventory valuation will be acceptable.

Anti-avoidance rules – Transfer pricing rules are applicable to all types of transactions between related persons, which must be conducted at arm’s length according and supported by relevant documentation.

Tax credits and incentives – Tax holidays may be available for companies investing in the tourism sector. Insurance companies may also benefit from favourable tax regimes.

Investment companies are subject to 0% corporate tax provided that -

  • The statutory purpose of the company consist exclusively or almost exclusively of making credit investments, investing in securities and deposits, or developing and exploiting intellectual and industrial property rights and similar property rights or rights of use
  • The management of the Company consists exclusively of one or more persons residing in Curaçao or certified trust companies established in Curaçao, or directors of certified trust companies and other persons employed by these trust companies. The same can be complied with appointing our resident director.
  • The financial statements of the company are audited by an independent auditor
  • The underlying participations are subject to at least 10% tax on its profits (or the underlying participations that are not subject to at least 10% tax on its profits, do not exceed 5% of the investment income of the Curaçao company)
  • The company has presence in Curacao, including a number of qualified full-time employees appropriate to the nature and scope of the Company's activities as well as local operating costs.

Personal income tax – Individuals may be considered tax residents if their center of existence is deemed to be in Curaçao.

Residents are taxed on their worldwide income at progressive rates up to 46.5%. However, under the pensioner’s regulations scheme, an eligible individual may opt to be taxed at a 10% flat rate on his foreign-source income or at the applicable progressive rates on deemed income of ANG 500,000. A reduced rate of 19.5% may apply to income received from a qualified pension savings account, private foundation, a trust or a substantial share interest.

Capital Gains are taxed at the standard PIT rate.

Other taxes – Sales tax is levied at 6%. Other tax rates (0%, 7% and 9%) may apply to certain goods and services.

Curaçao levies a real property tax of between 0.4% and 0.6% on the tax value of the property. There is an inheritance and gift tax of 6% and up to 25%, respectively. Exemptions may apply.

  • Offshore Income Tax Exemption
  • Offshore capital gains tax exemption
  • Offshore dividends tax exemption
  • CFC Rules
  • Thin Capitalisation Rules
  • Patent Box
  • Tax Incentives & Credits
  • Property Tax
  • Wealth tax
  • Estate inheritance tax
  • Transfer tax
  • Capital duties
  • 0% Offshore Income Tax Rate
  • 22% Corporate Tax Rate
  • 22% Capital Gains Tax Rate
  • 10% Dividends Received
  • 0% Dividends Withholding Tax Rate
  • 0% Interests Withholding Tax Rate
  • 0% Royalties Withholding Tax Rate
  • 0 Losses carryback (years)
  • 10 Losses carryforward (years)
  • FIFOLIFOAverage cost Inventory methods permitted
  • 46.5% Personal Income Tax Rate
  • 6% VAT Rate
  • 0 Tax Treaties

Country details

Curacao
ANG
Willemstad
North America
Dutch (Standard), pap
141,766

Curaçao, known officially as the Country of Curaçao, is a small autonomous country that is part of the Kingdom of the Netherlands. It is situated in the southern Caribbean Sea, within the Lesser Antilles and it covers an area of approximately 444 square kilometers. It is located approximately 65 kilometers (40 miles) to the north of the Venezuelan coastline. Along with Aruba and Bonaire, it forms the ABC islands. Collectively, Curaçao, Aruba, and other Dutch islands in the Caribbean are often called the Dutch Caribbean. Curaçao is the biggest island among the ABC islands and the largest in the Dutch Caribbean, both in size and population. Its capital city is Willemstad, a vibrant hub of commerce, and the official languages are Dutch, Papiamentu, and English. The official currency is the Antillean Guilder (ANG), which is also known as the Florin. The exchange rate for the Antillean Guilder is fixed at 1.80 ANG for every 1 US Dollar (USD).

The history of Curaçao is a tale of exploration, colonization, and resilience. The island was initially inhabited by the indigenous Arawak people and later came under Spanish and Dutch control. In the 17th century, it became a center for the transatlantic slave trade. Today, Curaçao's cultural mosaic is shaped by African, European, and indigenous influences, creating a unique blend of traditions and customs.

Curaçao is a constituent country of the Kingdom of the Netherlands, and its governance takes place in a form of a parliamentary democracy system led by a Prime Minister. While the Dutch monarch, currently King Willem-Alexander, is the head of state, the island enjoys a high degree of self-governance. Executive power is exercised by the government. Legislative power is vested in both the government and parliament. Curaçao has full autonomy over most matters; the exceptions are outlined in the Charter for the Kingdom of the Netherlands under the title "Kingdom affairs".

Curaçao's political landscape is characterized by stability and a strong commitment to democratic principles. The island actively participates in democratic processes, with regular elections and a multi-party system.

Curaçao maintains diplomatic relations with countries around the world and is a member of various international organizations. It collaborates with the Kingdom of the Netherlands on foreign affairs matters, benefiting from shared resources and representation on the global stage.

Curaçao's economy has evolved significantly over the years, diversifying beyond its historical role in oil refining, oil storage, and bunkering. The island has become a hub for international trade, financial services, and tourism.

The stable financial services sector and attractive tax framework, drawing foreign investments and businesses to establish a presence on the island. The banking and insurance industries are thriving, serving both local and international clients.

Services

We can help you incorporate a Besloten Vennootschap met beperkte aansprakelijkheid in Curacao for $4,800.


Click here to incorporate your Curacao BV.

Incorporate now

Disclaimer

Although we use our best efforts to keep the information of this site accurate and up-to-date, we make no representations or warranties with respect to the accuracy, applicability, fitness, or completeness of the contents of this website. We disclaim any warranties expressed or implied, merchantability, or fitness for any particular purpose. We shall in no event be held liable for any loss or other damages, including but not limited to special, incidental, consequential, or other damages. The contents of this website are just for illustrative purposes and are NOT to be considered as a legal opinion or tax advice and should not be relied upon as such. Far Horizon Capital Inc., and any associated company, is not engaged in the practice of law or tax. If you wish to receive a legal opinion or tax advice on the matter(s) in this website please contact our offices and we will refer you to an appropriate legal practitioner. Use of our websites FlagTheory.com, Incorporations.io, Residencies.io, Passports.io, is subject to our terms and conditions.

Newsletter

Flag Theory is an internationalization and offshore solutions provider, and the creator of incorporations.io. We offer expert consultation advice and assistance.

Your privacy is important for us and we will keep your information secure. View our privacy policy

View past newsletters

Consultation with

Flag Theory is an internationalization and offshore solutions provider, and the creator of incorporations.io

In order to better serve you, we ask that you please fill out the following form as accurately as you can and provide as many details as possible. Thank you.

Your privacy is important for us and we will keep your information secure. View our privacy policy