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New Aruban Law on Legal Entities

In Aruba, the law on legal entities is spread over the Aruban Commercial Code, the National Ordinance on Foundations, the Civil Code, the National Ordinance on Cooperative Societies, and the National Ordinance on Limited Liability Companies. An amendment of the law has been prepared, which will become effective on Januari 1, 2021, that will consolidate all of the regulations in the form of a new Book 2 (dealing with legal entities) of the Aruban Civil Code. However, this new legislation will also result in material changes, as the new Book 2 is based on the Book 2 Civil Code as applicable in Curaçao and St. Maarten.

For instance, the AVV (the Aruba Exempt Company), and bearer shares, will be discontinued and will be phased out. Also, fewer requirements will apply to establish a corporation, and the new Book 2 gives more flexibility as to the structure of the entity, e.g., the option of an one-tier board. All in all, this means that, with some notable exceptions (e.g., Aruba did not adopt the SPF, a more specific form of a foundation, and more comparable to a trust) the Aruban law on legal entities will be materially identical to that of Curaçao and St. Maarten.