Legal entity

An Aruba exempt corporation is a legal entity.

An Aruba Exempt Corporation (A.V.V.) must be incorporated by one or more founders.

Founders of a corporation do not need to be natural persons, thus other legal entities can act as founders.

Articles of incorporation

The articles of incorporation must be drawn up in the Dutch language and must contain the bylaws.

The articles of incorporation must be executed before a civil law notary public.

It must contain the name, the statutory seat, the object, the duration, the authorized capital and the par value of the stock of the corporation.

It also has to contain the number of shares each of the founders has subscribed and the amount to be paid on these shares at the time of the incorporation and the name(s) of the initial managing director(s) of the corporation.

Name

One is free to close the name of the corporation.

The preferred name for the corporation must be checked and approved by the local authorities (the Aruba Financial Center).

This name of the corporation must be in Latin characters.

A chosen name should either start or end with the words "Aruba Vrijgestelde Vennootschap" or with the abbreviations of these words.

Statutory seat

The statutory seat of corporation is Aruba.

Since November 1996 it is possible to change the statutory seat of a corporation to or from a country which is not part of the Dutch kingdom.

Object of the corporation

The articles of incorporation usually contain a broad purpose clause.

Duration

The duration of the corporation can vary in time but can also be perpetual.

The authorized capital

The A.V.V. has an authorized capital of AFL 10.000,= or its equivalent in another currency.

AFL 1,= should be issued and paid up. Both type of corporations can issue bearer and registered shares.

Declaration of no objection

The Aruba exempt corporation cannot be incorporated before the Minister of Justice has granted the declaration of no objection through the Aruba Financial Center.

Local Registered agent

The Aruba Exempt Corporation must be represented at all times by a Management/Trust Company incorporated under Aruban law with the specific corporate purpose of being the licensed, local registered agent of Aruba exempt corporations.

Board of managing directors

The board of managing directors must consist of at least one managing director, being natural persons or legal entities.

Annual fee

A fixed annual fee AFL. 500,=/US$ 375,-) is due by the Aruba Exempt corporation as of the date of official registry.

Reporting

An annual financial statement, the appointment of an auditor and the filing of an annual statement is optional for an Aruba Exempt Corporation (A.V.V.).

This will be changed in the future and will be the same as for an Aruba corporation with limited liability (N.V.). For these corporations an annual financial statement is obligatory while the appointment of an auditor is optional (unless stipulated by the bylaws) and the filing of the annual statements is obligatory.