Aruba Offshore Company
In mid 2003, Aruba put into effect the New Fiscal Regime (NFR) which essentially abolished the Aruba offshore policy. As of 2010, the preferred Aruba Company used for offshore business is the Aruba Exempt Corporation or AEC Aruba Vrijgestelde Vennootschap. The NFR incorporates specific exemptions for this Aruba offshore Company whereby the Aruba Exempt Corporation can attain a tax free status if it engages in specific ‘qualified’ business activities.
With the official offshore company abolished through the new regime, the Aruba government restructured the existing Aruba exempt company to comply with the standards set by OECD. Under the NFR, the revamped Aruba Exempt Company can operate in one of three forms.
- The Aruba Exempt Corporation can operate as a fully taxed Aruba corporation.
- The Aruba Exempt Corporation may operate with foreign subsidiaries as a finance or holding company, where the foreign subsidies subject to at least 17.5% tax on all profit and 95% on all dividends or operating investment or real estate business and get full exemption
- The Aruba Exempt Corporation may operate as a pass-though company, wherethe shareholders are liable to personal income tax. Under this form the identity of the AEC’s shareholders is disclosed to the local tax body. as well as its financial statements.
While the tax regime for the Aruba Exempt Corporation has changed significantly, the structure of the Aruba company remains the same.
- Aruba Exempt Corporations (AECs) need a single subscriber for incorporation.
- The minimum authorized share capital is 10,000 Aruba florins A minimum of one(1) share of one Aruba Florin is issued)
- The share capital can be issued in any currency.
- Various type sof shares are permitted, including bearer, no par value, voting or nonvoting, limited voting, preference or cumulative preference shares.
- No stamp duty is payable on incorporation.
- If the AEC’s director is a natural person then that person must be a non- resident, but if the director is a corporation, a resident corporate director is allowed.
- Unlike the NV company below, there is no need to publish in incorporation details in the local gazette, there are no stamp duties upon registration and the company does not need directors or business licenses.
All Aruba Exempt Companies must have a registered office and a locally licensed legal representative. There is no requirement to prepare or file financial accounts unless the company has an authorized capital of more than 50,000 Aruba Florins in bearer shares. An AEC cannot conduct business activities in Aruba other than maintenance activities. The meeting of shareholders do not have to be in Aruba, but can be anywhere in the world.
Aruba Limited Liability Companies Naamloze Venootschap (NV) are limited liability companies of Aruba that can be used by both Aruba residents and non-residents alike. When an Aruba Limited Liability Company (NV) is operated by non-residents and trading outside Aruba the company is considered an offshore company, and when the Aruba Limited Liability Company is operated and controlled by residents and trading inside Aruba, it is an onshore company.
The establishment rules foe the Aruba Limited Liability Company set the minimum authorized share capital at 25,000 Aruba Florins, 20% of which must be issued. A minimum of two subscribers are required for incorporation. Like the AEC, the Aruba Limited Liability Company must file accounts, and those accounts must be audited. To complete the incorporation process for an Aruba Limited Liability Company (NV) the company’s incorporation documents are published in the official Aruba gazette. The corporate details of the Aruba company including the director’s name is entered in the Commercial Register. If the director of an Aruba Limited Liability Company is a foreigner then a directors license must also be acquired. To trade legally, the Aruba Limited Liability Company must have a license.
Unlike offshore regimes in other “offshore” jurisdictions, the Aruba Limited Liability is subject to foreign exchange controls and minute shareholders’ meetings must be held in Aruba.
The Basic Incorporation fees for Aruba companies depend on the capital, and there are other additional fees for incorporation, not including the professional fees such as stamp duty, clearance fees. The Aruba Exempt Corporation is exempt from stamp duty.
The incorporation time for Aruba offshore companies is relative and Aruba company registration and incorporation can be done in as little as a week.