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1.1.1. Main Forms of Doing Business

Aruba provides several business forms for investors, of which the main forms include:

  • Public Limited Liability Corporation (NV);
  • Limited Liability Company (VBA);
  • Aruba Exempt Corporation (AVV) (phased out effective 1 January 2021);
  • Partnership (Regular, General, Limited); and
  • Foreign Business.

Public Limited Liability Corporation (NV)

The key aspects of an NV include:

  • Minimum 2 founders/shareholders are required to form a company (individual or entity);
  • Liabilities of its shareholders is limited;
  • Shareholders can be residents or non-residents, no legal requirement of nationality and residency;
  • No minimum capital requirement (minimum authorized capital required was AWG 50,000 up to 1 January 2021);
  • It must have one or more ‘managing directors’ (individual or a legal entity), and at least one managing director must be a resident of, or domiciled in, the island where the NV is established;
  • Effective 1 January 2021, an option of a one-tier board is available (i.e., the board consists of executive and non-executive directors); and
  • The general meeting of its shareholders must take place in Aruba.

Limited Liability Company (VBA / LLC)

The key aspects of VBA include:

  • Can be formed by a minimum 1 shareholder;
  • No minimum capital requirement;
  • Effective 1 January 2021, an option of a one-tier board is available (i.e., the board consists of executive and non-executive directors);
  • The VBA must be represented by at least 1 managing director and must be a resident of Aruba; and
  • Mandatory to file annual financial statements with the Chamber of Commerce and Industry within 8 days of board’s approval.

Aruba Exempt Corporation (AVV)

The AVV is a company with a special tax regime (see Sec. 10.), which is generally used for international tax planning purposes. Effective 1 January 2021, the AVV is phased out, with existing AVVs treated as a limited liability company (VBA). An AVV can be converted to any other legal entity type within three years of 1 January 2021, i.e. by 2 January 2024.

The key aspects of AVV include:

  • Can be formed by a minimum 1 shareholder;
  • Minimum authorized capital required is AWG 10,000;
  • Must be represented by 1 legal representative (not a managing director), which is NV; and
  • The AVV is legally required to be represented at all times by at least one local licensed trust office.

Partnership

A partnership may be formed through notarial deed or private deed. Business partnership can be regular, general, or limited.

Regular Partnership (Maatschap)

The key aspects of regular partnership include:

  • Can be formed by 2 or more persons;
  • Public partnership has its own capital separate from the capital of the partners; and
  • Equally liable for firm’s debts and obligations.

General Partnership (VOF)

The key aspects of VOF include:

  • Firm has its own capital separate from the capital of the partners; and
  • Partners are jointly and severally liable for the firm’s debts and obligations.

Limited Partnership (CV)

The key aspects of a CV include:

  • General partners are jointly and severally liable for firm’s debts and obligations;
  • Liability of the limited or “silent” partners is limited to their capital contribution; and
  • Limited partners are not allowed to manage the affairs of the firm.

Foreign Business (Branch of Foreign Corporation)

Foreign corporations may operate in Aruba by registering as a branch of a foreign entity. A branch office is allowed to perform all necessary business functions and activities on behalf of the foreign entity and is taxed only on Aruba source of income.