Aruba has implemented its new company law with effect from 1 January 2020, which is contained in the new Book 2 of the Aruba Civil Code. Book 2 serves to consolidate company law previously spread out among different legislation and provides for the regulation of all legal entities. Some of the key changes brought about by Book 2 include:

• The Aruba Exempt Company (Aruba Vrijgestelde Vennootschap - AVV) is phased out, with existing AVVs treated as a limited liability company (Vennootschap met Beperkte Aansprakelijkheid - VBA) and the possibility of converting to another legal entity type within three years of 1 January 2021;
• All existing bearer shares, which are not allowed under Book 2, are converted into registered shares, and rights connected to the bearer share are deferred until the bearer certificate is returned, which must occur within one year; and
• Company establishment conditions are simplified, including:
  • the removal of the ministerial "declaration of no objection" requirement for corporations (Naamloze Venootschap - NV) and VBA's;
  • the removal of the publication and registered capital requirements for NV's; and
  • flexible management options include the possibility of a one-tier board for NV's, which was already possible for VBA's.

In addition to the above, Book 2 introduces the possibility for NV's and VBA's to opt for stricter accounting rules (2:120-126 ACC). Under the strict regime, the term for the preparation of the company's financial statements is reduced from 8 months to 6 months, following the end of the book year. The financial statements must be audited by an external accountant, and the statements must comply with accounting standards as determined by the International Accounting Standards Board or the International Public Sector Accounting Standards Board, or similar reporting standards.