1. What types of business entities are recognized by Aruban law?
Business entities or legal forms in Aruba are:
A business entity with a sole owner. The owner is personally liable; there is no distinction between personal and business assets, which means all the owner’s assets can be taken to settle debts should the business become insolvent.
Commercial/limited partnerships (VOF & CV)
A business partnership between two or more people based on a mutual agreement. The partnership is viewed as being one and the same as its owners, liability is personal, which means all the partners’ assets can be taken to settle debts should the partnership become insolvent.
Corporation with limited liability. At least two incorporators are required to establish the legal entity NV. The authorized share capital must be at least 50.000 florins. Participation of the founders must be at least 20% hereof, and thus the minimum issued share capital is fixed at 10.000 florins. The NV is incorporated by a public notary through a deed of incorporation. After that, the NV needs to apply for a business license in order to be able to conduct business.
Limited Liability Company with at least one incorporator and no minimum requirements regarding funding capital. The VBA is incorporated by a public notary through a deed of incorporation, after which the legal entity needs to apply for a business license in order to be able to conduct business. When the VBA does not have at least one local resident as managing director, the legal representative becomes imperative.
The Aruba Exempt Corporation (AVV) has limited liability. All AVV’s, are required to apply for a business license and must have at least one legal representative in Aruba at all times. The AVV is incorporated by a public notary through a deed of incorporation.
2. How do I know which business entity will fit my needs best?
Generally, entrepreneurs choose a sole proprietorship or limited partnership when initiating a small-sized and/or low-risk venture. For capital intensive or high-risk ventures a corporation, NV, VBA or AVV, is usually the preferred choice. Depending on the individual situation entrepreneurs choose the business entity that matches their personal needs best. When in doubt, contact the Chamber for more information.
3. How do I register a business?
Business registration depends on various factors, such as what type of business is being registered and who is/are registering the business. To find out how to establish the legal form of your choice click here.
4. Do I need to register at the Aruba Chamber?
According to the Trade Registry Ordinance, art. 1, it is mandatory that all commercial activities are registered in the Trade Registry at the Aruba Chamber. According to art. 4, businesses are to be registered within 7 days after the commercial activities have initiated.
5. Does the Chamber issue business licenses?
No, the Aruba Chamber does not issue any licenses. Business licenses are issued by the Aruban Government, thru the Department of Economic Affairs. The Aruba Chamber is heard in the process and as such will provide an advice to the Department of Economic Affairs, based on its Guidelines to the Business Establishment Ordinance. All corporations need a business license before commercial activities can start. According to art. 2 of the Business Establishment Ordinance, corporations cannot change their activities or address without prior authorization of the Minister of Economic Affairs. For more information on the business license click here.
6. Do I have to pay to register my business?
All businesses have to pay a registration fee upon registration in the Trade Registry which depends on the total invested capital. In the following years, the business has to pay a yearly contribution which is based on investment as appearing in the Chamber’s records on January 1st of that year. (Trade Registry Ordinance art. 15).
7. What services do I get for the yearly contribution that I pay?
According to the Trade Registry Ordinance, the obligation to pay is linked to the fact that the company is registered in the Trade Registry. Besides administering and maintaining the Trade Registry, the Chamber offers additional services; such as free personal information sessions, regular lectures either free or for a minimal fee, a free quarterly newsletter, trade missions, expo’s, access to trade registry information, a highly informative and dynamic website. Entrepreneurs can also obtain other economic or business information on Aruba or documents such as extracts, certifications or letters of recommendation upon request.
8. As a non-Aruban, can I establish a company in Aruba?
Non-Arubans usually need a local partner who owns 60% of the shares to start a business in Aruba, some exceptions are applicable.
9. When do I need a business license?
All legal entities require a business license to be able to conduct a business in Aruba. Individuals born in Aruba with the Dutch nationality who register a sole proprietorship or a VOF, do not require a business license.
10. When do I need a director’s license?
Managing directors who are born in Aruba and have the Dutch nationality do not require a director’s license. All other cases require a director’s license.
11. After applying for a business or director’s license, how do I keep track of the proceeding of the license application?
The Department of Economic Affairs can keep you updated of the proceeding in the license application process. The Chamber can only inform you if the business license request has been sent to the Chamber for advice and when it was – or will be – sent back to the Department of Economic Affairs. Whether the license will be granted or not, is decided by the Department of Economic Affairs.
12. What is a managing director?
A managing director is an individual or legal entity who is appointed by the General Shareholders Meeting to act on behalf of a registered corporation. All company directors are to be registered in the Trade Registry at the Aruba Chamber and all NV’s, VBA’s and AVV’s must have at least one local managing director. The authority of the managing director is established in the articles of incorporation.
13. What are the managing director’s responsibilities?
The managing director defines business policy and implements the management of the company on a daily basis. This authorization and its limitations are stated in the articles of incorporation. The managing director is also responsible for ensuring the success of the enterprise and in areas such as tax law; the managing director is personally liable for the company complying with the legal requirements.
14. What is a proxy?
A person who is authorized, without being a managing director, business owner or partner to act on behalf of someone else or a legal entity. The authority and the possible limitations hereof, are granted by the director or business owner and are registered at the Chamber of Commerce.
15. What is a legal representative (wettelijke vertegenwoordiger)?
As stipulated by Aruban law a legal representative is a NV, established according to local law and located in Aruba that has as its object to represent AVV’s and VBA’s and is in the possession of the applicable license from the Central Bank of Aruba.
16. How do I establish a subsidiary?
Registration of subsidiaries and branches is mandatory. Subsidiaries are registered through form 5 at the Aruba Chamber. Necessary documents are the head quarter’s deed of incorporation, its articles of incorporation, extract of registration at the Chamber of Commerce. After registration at the Aruba Chamber is completed, it is required to apply for a subsidiary license at the Department of Economic Affairs. Subsidiaries of foreign legal entities are to be registered as a new business in Aruba, and will require a local partner owning 60% of the shares in order to be granted the business license.
17. Where do I find a local partner?
There is no official database or registry to find a local partner. Lawyer or notaries can be of assistance in finding a local partner.
18. What are my responsibilities as a business owner?
Sole proprietorship holders and partnerships are personally liable for all the company’s actions, legally and fiscally. A company’s director of a VBA, NV or AVV is responsible for the daily operations and the financial obligations, including taxes, of a company. He or she is also legally required to file financial statements at the Aruba Chamber within 8 months after the financial year is completed. In addition to the financial statements, a copy of the shareholders' register has to be filed as well. For more information read the brochure Rights and Obligations of company & foundation.
19. What if I would like to add more activities to my business in the future?
That is possible, but the procedure depends on the type of business being registered. In case the modifications made are for a sole proprietorship or partnership, the owner or proxy can make the necessary adaptations filling out the appropriate form and deposit it at the Chamber. If they require a business license before starting the business they need to update the license at the Department of Economic Affairs first. Valid identification (such as a passport or cedula) is always required when updating information. In case it concerns address change, a document that verifies the new address should be presented as well.
Adaptations concerning NV, AVV & VBA
When the filing of modifications concern a VBA, NV, AVV, foundation or association, the director, proxy or legal representative can make these modifications. The procedure depends on the type of modification. If it concerns a change in the statutory name, object or a change in its articles of incorporation, then the adaptation procedure starts with the notary. When it is a change in business address, the director should make the adaptations personally in the Trade Registry together with a document that verifies the new business address, such as rental agreement or the deed of property purchase. Afterward it is necessary to submit the request for an address change on the business license at the Department of Economic Affairs. The business is not allowed to move until the modification has been approved by the Department of Economic Affairs.
Registration of a new director
If the NV, AVV or VBA has a new director, the previous director should register the new director at the Aruba Chamber. In order to complete the registration of a new director a completed and signed form 8, valid ID of the new director, proof of registration at the Civil Registry Office and in case the director was not born in Aruba, a director’s license is required. If applicable, the new director should apply for this license prior to registration in the Trade Registry. The minutes of the Shareholders' Meeting where the decision to appoint the new director was made should also be included. The resigning director needs to file a signed form 15 at the Trade Registry together a copy of a valid ID and the minutes of the Shareholders' Meeting where the decision was made.
Keep in mind that as long as the adaptation has not been made, the information appearing in the Trade Registry is legally binding for the company itself and third parties.
20. Which form do I need to make adaptations?
Forms needed to depend on the modification to be made. All forms are available on our website, and have a clear description as to the function of the form, click here to view the Registry forms.
21. What do I do when I want to discontinue my business?
The procedure for closing a business depends on the type of business. For sole proprietorships and partnerships, the owner can make the cancellations from Monday thru Friday, between 13:00-15:00 by completing and signing form 13, and delivering it at the Trade Registry with a copy of a valid id. If the owner is unable to come by the Chamber personally to file the cancellation, he/she may authorize another person through a power of attorney (original or authenticated copy), together with the signed form 13 and copy of valid identification of both.
Dissolution of partnership or legal entity
Form 17 has to be completed and signed by the (managing) director and handed in at the Aruba Chamber. This form can also be downloaded online. Any other required documents are brought forward in the forms explanation.
Dissolution of a corporation (Code of commerce art. 141-155)
In addition to informing the Chamber of the decision to dissolve the corporation or former legal entity (such as a foundation or association), it should also make its dissolution public by announcing it in the Official Gazette (Landscourant) of Aruba and in one locally distributed newspaper. After the dissolution, the corporation will continue to exist until all her affairs are settled. In which case, the words “in liquidation” will appear next to the corporation’s name in the Trade Registry.
The board of Directors will follow the steps stated in the deed of incorporation and its articles and/or according to decisions taken during the General Shareholders Meeting. The liquidator(s) determine the criteria concerning the nomination, suspension, dismissal, authority, obligations and responsibilities of the board of directors.
If the corporation has settled all its outstanding debt to its creditors and it still has assets available, the liquidator will distribute what is left amongst shareholders and other rightful claimants according to what they are entitled to. Distribution of these benefits is not allowed until at least two months have passed since the liquidator has published the decision to distribute the assets & the conditions involved in the Official Gazette (Landscourant) of Aruba and after the liquidator has informed the Chamber. The liquidator must also inform the corporation’s (head) office in case it still exists. Within this period of time, all stakeholders have the authority to oppose this decision by contacting the corporation’s office (if still in existence) or the liquidator’s office.
After the claim settlement, the corporation will still keep its books for 30 years, it will be kept by the person appointed in its deed of incorporation as its custodian or by the one appointed by the General Shareholders Meeting. If no one is appointed as a custodian, beneficiaries have the right to request the Court of First Instance to appoint one. The custodian is to be registered in the Trade Registry at the Aruba Chamber thru form 18. Shareholders of the dissolved corporation may ask the Court of First Instance to authorize them for inspection of the books provided that they can justify that they have reasonable motive to do so.
22. Can the Aruba Chamber dissolve a corporation?
According to the Code of Commerce, art. 155qqbis & 155qqter, the Aruba Chamber can request the Court of First Instance to dissolve a corporation when:
the corporation has not paid the amount outstanding regarding its annual contribution, either for itself or for an enterprise of which it is a proprietor, while, despite reminders by the Chamber, a period of minimum one year has elapsed since the amount became due. Or when the corporation has no managing director(s) registered at the Trade Register for at least one year, and no filings have been made during this period; or the corporation has (a) managing director(s), but the managing director(s) is (are) deceased; or, no communication with the managing director(s) has been possible for a period of at least a year at the business’ address or the managing director’s home address, as appearing in the Trade Registry. And last, the corporation has no legal representative(s) registered for at least one year, and no filings have been made during this period, while according to art. 20 VBA Ordinance and art. 155a, par. 6 Code of Commerce, the corporation is legally required to appoint a legal representative. This applies only to the VBA & AVV, not for the NV. Click here to find out more about how the Chamber can request the dissolution of a corporation and the consequences hereof.
23. What are the Chamber’s business hours?
Monday through Friday:
24. How do I order a business extract, and what are the costs involved?
25. How can I find out the correct name of a company/organization?
Many corporations have a statutory name and a different trade name. It will be useful to know at least one when looking to find a company in the Registry, whether at the Chamber or online. If after browsing the Registry you are still unable to locate the company, it is best to contact the company directly and ask for the company name. Identification of a company is impeded when the company in question uses a different spelling or has not filed the new trade name in the Trade Registry yet.
26. How can I find out if I have any outstanding dues at the Aruba Chamber?
27. What are the Chamber's bank account numbers?
You can review them at the bottom of each page of the website. For international transfers, you need to add the SWIFT code of the bank of your choice: Aruba Bank - ARUBAWAX, Banco di Caribe - BDCCANCU, CMB - CMBAAWAX, RBTT - RBTTAWAW.
28. What is a reclassification of the invested capital?
According to article 15, paragraph 4 and 5 of the Trade Registry Ordinance, the Chamber is authorized to move a registered business to a higher capital scale when there is reasonable doubt that the indicated investment amount is not correct, or when the invested capital has not been filed. If there is no consensus on the level of the invested capital, the Trade Registry can request proper proof of this.