Recent Regulatory Changes for Curaçao Private Companies (NV and BV): 2024–2025

Overview

Curaçao has enacted significant legislative changes affecting its naamloze vennootschap (NV) and besloten vennootschap (BV) during 2024–2025. Reforms address the introduction of a compulsory UBO register, tax reform for investment companies, Pillar Two global minimum tax compliance, and AML/CFT supervisory developments.

1. UBO Register — Mandatory Registration (June 2024 / September 2025 Deadline)

The national ordinance establishing the Curaçao UBO register entered into force in June 2024. All NVs and BVs must register their ultimate beneficial owners with the Kamer van Koophandel. The deadline for existing companies was 30 September 2025. A natural person is a UBO if they hold, directly or indirectly, more than 25% of shares or voting rights, or exercise effective control. The register is accessible to competent authorities and obliged entities for CDD purposes; public access is limited to basic information. Sanctions for non-compliance: fines up to ANG 25,000 per violation.

2. National Ordinance on Tax Reform 2024 — Curaçao Investment Company (CIC)

The CIC regime was reformed: the Curaçao Investment Company is now subject to a 0% profit tax rate on qualifying passive income (dividends, interest, royalties, and capital gains), provided the CIC meets the substance requirements. Non-qualifying income remains subject to the standard 22% Curaçao profit tax rate.

3. Pillar Two Global Minimum Tax (January 2025)

Curaçao enacted implementing legislation for the OECD Pillar Two Global Minimum Tax, effective from 1 January 2025. NVs and BVs that are constituent entities of MNE groups with annual consolidated revenues of EUR 750 million or more are subject to the 15% QDMTT.

4. CFATF Enhanced Follow-Up

The CFATF placed Curaçao under enhanced follow-up status following a mutual evaluation that identified deficiencies in beneficial ownership transparency and AML/CFT supervision of DNFBPs. Authorities committed to updated supervisory guidance and increased inspection frequency.

Summary of Key Legislative Instruments

Sources

• Caribbean Financial Action Task Force (CFATF) — enhanced follow-up evaluation and AML/CFT supervision reports
• OECD — Pillar Two global minimum tax — Qualified Domestic Minimum Top-up Tax documentation