Legal entity

An N.V. (Naamloze Vennootschap) is a legal entity.

An N.V. is incorporated by at least two founders.

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 "Naamloze 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 N.V. has an authorized capital of AFL 50.000,= or its equivalent in another currency.

Of this capital AFL 10.000,= (1/5) must be issued and paid up.

However insurance companies and other licensed corporations may require a minimum capital that is specified by law.

Shares

Both bearer shares and registered shares can be issued.

Declaration of no objection

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

Reporting

For an Aruban corporation with limited liability 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.