The NABV or The Netherlands Antilles closed limited liability company offers legal flexibility. For profit taxing and dividend withholding tax purposes it may be structured as a tax exempt company.

The NABV can serve many purposes given its flexibility. It is generally used for mutual funds. However it can also be used for group financing, portfolio investment, licensing activities etc.

The Main characteristics are:

The best part about NABV is that it allows its shareholders to exercise a lot of freedom when it comes to organizing articles in order to suits the various commercial needs of the shareholders. However some mandatory guarantee provisions need to be considered regarding the interest of minority shareholders and the creditors. The legal form is flexible and can be adapted to legal forms which the investors are accustomed to in their own jurisdiction. And this is the reason for which an NABV can be compared to a chameleon. The incorporation of the NABV can take place very speedily. The reason for this is that a declaration of “no objection” is not required.

Followings are the requirements for obtaining the tax exempt status:

NABV may exclusively engage in securities, debt instruments, and deposits.
In activities like banking which is controlled by the Central Bank of Netherlands Antilles the NABV may not involve itself.
Beneficiaries who have an interest of at least 10% in the NABV must be kept track of. Their updated address and contact numbers must be maintained by the Board of Directors.
One or more residents of the Netherlands Antilles must be included in the list of the Board of Directors.
Independent experts must audit the annual accounts.

The Netherlands Antilles tax inspector must be requested for obtaining the tax exempt status. The Netherlands Antilles tax inspector will be allowed two months’ time to decide on the request. If no decision is given by two months then it is taken for granted that the decision is in the affirmative. If the tax exempt status is requested within three months of incorporation of the company and all the requirements are met with then there is no reason for denial of the tax exempt status. If the status is requested within three months of incorporation then the status is will be granted with effect from the date of incorporation. However if requested is made after three months then the status is granted with effect from the first financial year from the date of request.

Shareholders
The minimum number of shareholder required is one and shares can be issued both of bearer type and the registered type. It is a must for the bearer shares to be fully paid up. However the registered shares can only be partly paid. The directors of the Board are required to keep a register of the details of the shareholders and this register will be available to the public for scrutiny as long as the shares are partly paid. In case the shares are fully paid then the register can be treated as confidential and so it will longer be available to the public for its inspection.

Directors
A minimum of one board member is required and that member may be corporate bodies or individuals. The company must either appoint a locally resident managing director or a locally resident registered representative. To advice and monitor the managing directors there can be the appointment of a board of supervisory directors. The names and the details of the directors are non-confidential and so available for public inspection. This means that anonymity can be maintained only if a third party or professional directors is involved.

Annual Reporting
Accompanied by properly drawn up financial statements every company must file an annual tax return. The auditing of the financial statement is not a legal requirement.

Timescale
The minimum paid in capital has to be incorporated in the Netherlands Antilles in order for the incorporation to proceed. After this, incorporation will be done in about 7 to 10 days.

Restrictions on Name and Activity
Restrictions on name and activity – the names must end with the initials “B.V.” they must be in Roman script but not necessarily in Dutch language. The names of the companies must be very individualistic so as to prevent confusion with the names of existing companies. Further, if the company uses a name of a particular activity then the name would get accepted only if the company actually intends to involve in that activity.

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