A limited liability company or V.B.A. (vennootschap met beperkte aansprakelijkheid) is a legal entity.

An limited liability company or V.B.A. is incorporated by one or more incorporators.

Other legal entities can act as incorporators.

The articles of incorporation must be drawn up in any language that is understood by the notary public. If the articles of incorporation are in a Language other than Dutch, Papiamento or English an official translation of the act in Dutch or Papiamento must be attached to the articles of incorporation. The articles of incorporation must be executed before a civil law notary public. The required notarial deed can be very short, but it must contain the name, the statutory seat, the object, limitations in the representation authority of the directors must be mentioned explicitly in the notarial deed. It also has to contain the number of shares, the type of shares and the amount paid on these shares at the time of the incorporation and the name(s) of the initial managing director(s) of the limited liability company (V.B.A.). An incorporator doesn’t have to participate in the capital of the V.B.A. All other matters can be arranged in a regulation, which does not have to be made public

One is free to close the name of the company. The preferred name for the company must be checked and approved by the local authorities (the Aruba Financial Center). This name of the company must be in Latin characters. A chosen name should either start or end with the words "vennootschap met beperkte aansprakelijkheid" or with the abbreviations of these words.

The statutory seat of the limited liability company is Aruba. Since November 1996 it is possible to change the statutory seat of a company to or from a country which is not part of the Dutch kingdom.

The articles of incorporation usually contain a broad purpose clause.

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

There is no minimal authorized capital, but the capital must be positive at all times

Shares can be issued with or without nominal value. Further, shares can be issued with or without voting rights or with limited voting rights. Shares can also be issued with or without profit rights. Issuance of shares is against nominal value. Stipulated reimbursement is layed down in the in the act of incorporation and is due at the moment of issuance of the shares without nominal value

A limited liability company (V.B.A.) cannot be incorporated before the Minister of Justice has granted the declaration of no objection through the Aruba Financial Center.

The board of directors is required to submit a yearly accounting containing a balance sheet and profit and loss statement accompanied by an explanation within 8 months after closing of the limited liability company’s fiscal year for approval by the general shareholders meeting the appointment of an auditor is optional unless stipulated by the articles of incorporation. Annual financial statements and their filing is obligatory while the appointment of an auditor is optional (unless stipulated by the bylaws).

The limited liability company (V.B.V.) 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 or limited liability companies. The legal representative must be in possession of a license granted by the Central Bank of Aruba A limited liability company which has (a) Aruban resident(s) as a director does not have to be represented by a management/ trust company

The board of managing directors must consist of at least one managing director, being natural persons or legal entities. The board of directors can be construed according to the ‘one tier’ or the ‘two tier’ model in the ‘one tier’ model, the operational and supervisory board is one and the same. In the ‘two tier’ model, there is a separate supervisory board, apart from the operational board of directors. It is possible to give the shareholders the supervisory role over a normal board