Incorporation of Limited Liability Companies in Aruba by foreigners

Everyone or every company doing business in Aruba is required to apply for a business license. In case the managing director is not born in Aruba, he or she also will need a director's permit.

The Department of Economic Affairs (DEA) issued a directive establishing the requirements to acquire a business and director's permit. For LLC's which shareholders are locals or equal to locals (foreigners that aquired the Dutch nationality as residents of Aruba) it is required to submit certain documents such as the Act of Incorporation of the LLC, certificate of good conduct of the managing director(s) and the shareholders, Shareholders registry, certificate of payment conduct of managing director and shareholders issued by Tax Department of Aruba; curriculum vitae of managing director and shareholders.

The DEA will not grant a business license to a LLC which shareholders are foreigners, unless the LLC is specialized in hotel, refinery, maritime and/or other project based activities, which are not available or difficult obtainable by local companies. For these LLC's a director's permit will be automatically granted for foreign managing directors.

Foreign managing directors can also acquire a director's permit for a LLC that doesn't provide aforementioned special activities, if the LLC is in possession of a business license and active for three years or longer. Another condition is that all the shares in the LLC are in hands of foreigners.

It is also possible to incorporate an Aruba Exempt Corporation to do business in Aruba. Before 2006 AEC's were prohibited to do business in Aruba, but now it is possible and it is considered as a local company and must pay taxes as any other local corporation.
One advantage for foreigners is that by incorporating a AEC to do business in Aruba, no business and director's permit are required.

So, if a foreigner is interested in doing business in Aruba it has two possibilities:
1. Transfer of shares of an existing LLC and in possession of a business license for longer than 3 years, or
2. Incorporation of a AEC with the possibility to do business in Aruba.

For more information, feel free to contact me at milko@gobiklaw.com

Milko Baiz
attorney
business consultant