Curaçao has taken another legislative initiative (see also our previous newsletter), to strengthen the conditions for a solid business environment. The Book 2 (dealing with legal entities) of the Curaçao Civil Code was amended and now provides for the possibility of the Curaçao Chamber of Commerce and Industry to dissolve a legal entity, in the event one or more of the following circumstances have occurred:

  • If during a period of one year no officials of the entity are registered and no application to register has been filed; or in the event officials have been registered, if 1) they have deceased or 2) they cannot be reached at the in the register indicated address of the entity;
  • If the entity has not paid its annual registration fee during a period of one or more years.

The decision to dissolve can be taken with respect to, inter alia, limited liability companies (private/public), associations and (private) foundations.

Entities that qualify, are basically in a dormant status. The rules and regulations regarding the dissolution of legal entities by the Chamber have been introduced to avoid improper use of entities. It is another measure to force entities to comply with the aforesaid obligations. Also, it enables the Chamber to clean up its registers.

The procedure works as follows. The Chamber publishes, on its website and in the official gazette, a list of entities of which it has the intention to dissolve. In the event the entity does not do anything to resolve the reasons for the intended dissolution, then after a period of six weeks the entity can actually be dissolved.

The only option that the entity has left after the decision by the Chamber has been taken, is to appeal this decision with the Administrative Court of First Instance in Curaçao. In the event an appeal has been filed, this needs to be mentioned in the register.

In the decision by the Chamber to dissolve a legal entity, a liquidator can be appointed or the Chamber itself will act as liquidator. The statutory rules and regulations regarding the liquidation of legal entities are applicable for the activities of the liquidator.

Finally, the new legislation contains an exclusion of liability. The Chamber cannot be held liable for the consequences of a decision to dissolve a legal entity, an appointment of a liquidator or a liquidation based on these new statutory provisions.