As per January 1, 2012 an interesting new concept will be introduced in the Curacao Tax Code, namely The Curacao Transparent Company. The concept of Transparent Companies is a relatively new concept and could be considered one of the most fascinating developments in the international corporate tax planning arena.

The essential feature of the Curacao Transparent Company is the fact that it combines the organisational flexibility and tax treatment of a partnership with limited liability for its shareholders. This limited liability is possible because the Curacao Transparent Company is a legal person separate from its shareholders.

The Curacao Transparent Company can undertake the same actions as a natural person. It has the ability to enter into contracts, own assets and will continue in existence in spite of any changes of shareholders. The fact that it is a separate legal entity makes it more closely akin to a company than to a partnership.

The concept is similar to that of the US Limited Liability Corporation, a US legal entity which generally is not subject to US taxation. Although the Curacao Transparent Company is a legal entity, it is taxed like a partnership, so no tax is assessed on the Curacao Transparent Company, however profits are only taxed in the hands of the shareholders.

Therefore, the Curacao Transparent Company is tax transparent. Their profits are taken to flow through to its shareholders. Furthermore, if the shareholders are non-Curacao resident(s) and the Curacao Transparent Company does not receive Curacao source income, then in theory the Curacao Transparent Company should not be subject to any Curacao tax. It is possible for an offshore company, to act as a shareholder of a Curacao Transparent Company.

A tax exempt structure could be created by having non Curacao individuals or companies as the shareholders of the Curacao Transparent Company. If the Curacao Transparent Company has individuals as shareholders, those shareholders would most probably have to pay tax on profits received from the Curacao Transparent Company, in their country of residence.

A minimum of one shareholder is required and shares should be issued in registered form. If all shares are fully paid then the identity of the shareholders can remain completely confidential.

There is a board of managing directors, minimally one, who can be corporate bodies or individuals. The company must appoint either at least one locally resident managing director or a locally resident registered representative. There may also be a board of supervisory directors to oversee and advise the managing directors. Details of the directors are available for public inspection so anonymity can only be retained by employing third party professional directors.

For more information about this or other structuring possibilities:

Email us at: info@sadekya.com

Or visit our web-site at: www.sadekya.com


Sadekya Fiduciary Partners.
Rudsel. J. Lucas TEP, Managing Director
The Triangle Office Building
Hoogstraat 20-22

P.O. Box 4750
Curacao, Netherlands Antilles
Telephone: 599 9 4652698

rudsel.lucas@sadekya.com