Legal Forms

The sole proprietorship is the simplest and most common form for small businesses and self-employed individuals. It is owned and operated by one person, who has full control over all aspects of the business. Establishment is straightforward, requiring only registration with the Chamber of Commerce and any applicable business licenses. There is no minimum capital requirement, and administrative obligations are minimal compared to other forms.

However, the owner has unlimited personal liability for all debts and obligations of the business. This means that personal assets, such as a home or car, can be used to settle business debts. The sole proprietorship is well-suited for small-scale operations where the risk of large debts is low, and for entrepreneurs who want to start quickly with minimal costs.

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A general partnership is formed when two or more individuals agree to operate a business together under a single name. The partnership is established through a partnership agreement, preferably drawn up before a notary to avoid disputes, although this is not legally required.

Each partner contributes resources such as capital, labor, or expertise, and all share in the profits and losses according to the terms of their agreement. A defining feature of the VOF is that all partners are jointly and severally liable for the debts of the business. This means that if the partnership cannot meet its obligations, creditors can claim the full amount from any partner, regardless of their share in the business.

VOFs are common for small to medium-sized enterprises where partners bring complementary skills, such as professional practices, service providers, or family businesses. Clear agreements on decision-making and profit distribution are crucial for long-term success.

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A limited partnership combines two types of partners: at least one general partner, who manages the business and bears unlimited liability, and one or more limited partners, who invest capital but do not take part in day-to-day management. The liability of limited partners is restricted to the amount they have contributed.

The CV is often used for investment ventures or situations where investors wish to provide funding without being involved in operations. This structure allows for flexibility in raising capital while limiting the exposure of passive investors.

Formation typically involves a written agreement outlining the rights and obligations of each partner, profit-sharing arrangements, and procedures for admitting or removing partners. The CV must be registered with the Chamber of Commerce, and the names of limited partners may not appear in the company name to preserve their limited liability status.

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The corporation is a legal entity separate from its shareholders, offering limited liability—meaning shareholders are only liable for the amount they have invested. Aruba recognizes two main types:

Naamloze Vennootschap (NV) – Equivalent to a corporation, the NV is typically chosen by larger-scale companies. It allows freely transferable shares thereby suitable when seeking multiple investors. The shareholders have limited liability. There is no legal requirement as to the nationality or residency of the shareholders. 

Incorporation requires a notarial deed and the company must state its authorized (now optional) and issued share capital in its statutes.

Vennootschap met Beperkte Aansprakelijkheid (VBA) – A private limited liability company that shares many similarities with the NV. Like the NV, it is incorporated via notarial deed and registered at the Chamber of Commerce, with no minimum capital requirement. A distinguishing feature includes more flexibility around governance: the VBA may include private “regulations” instead of public bylaws, and may adopt one-tier or two-tier board structures. Due to its structure, the VBA is generally suitable for smaller-scale ventures, family businesses, or joint ventures, while still fully compliant with corporate standards. 

Both forms must be incorporated through a civil-law notary in Aruba, and both are subject to annual filing and compliance requirements, including maintaining shareholder registers and submitting certain documents to the Chamber of Commerce. They also require at least one managing director, and in some cases, foreign directors must obtain a Director’s License.

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A foundation is a legal entity without members or shareholders, created to achieve the objectives stated in its statutes. It is governed by a board of directors and can own assets, enter into contracts, and conduct business activities. However, any profits must be used solely to achieve the foundation’s objectives, which are often charitable, cultural, social, or related to private wealth management.

Foundations are established by notarial deed, which must set out the name, purpose, registered office, board appointment process, and rules for dissolution. While foundations may engage in commercial activities, these must align with and support their stated purpose. This form is often chosen for non-profits, family asset protection, or corporate social responsibility initiatives.

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An association is formed by a group of members who come together to pursue a common goal, typically of a non-profit nature, such as sports, culture, or community projects. Associations may engage in commercial activities, but profits must be used to further their objectives.

They are governed by a board elected by the members, and their statutes must outline membership rules, governance structure, and dissolution procedures. To incorporate an association in Aruba, the process must go through a civil-law notary, who will prepare the notarial deed establishing the association and its statutes. 

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