Geographical position. Situated in the Caribbean Sea, 50 miles away from the Northern coast of Venezuela. Aruba is an island, formerly belonging to the Netherlands Antilles, in 1996 has acquired the independent status within the Kingdom of the Netherlands.

The population is approximately 200,000 people. The official language is Dutch.

Political system – a parliamentary democracy. The Netherlands Antilles are incorporated in the Kingdom of the Netherlands.

The official currency – the Netherlands Antilles Guilder (NAF). The exchange rate is pegged to the US Dollar and is NAF 1.78 per USD.

1

Advantages

A special tax regime for holding, finance and royalty companies.

The double taxation avoidance treaty with the Netherlands Antilles and the Netherlands.

The auditors’ opinion on the annual report is not obligatory.

2

Disadvantages

The need of accounting, submission of the annual report.

A complicated system of obtaining tax convention benefits.

3

Corporate Law

The Civil Code

4

The form of the company

NV - a company with a limited liability, hereinafter referred to as the “Company”

5

Permitted activities

Any activity not prohibited by the law.

6

Taxation of the company and application of the double taxation avoidance treaty with the Netherlands

Please see the brochure on the application of the double taxation avoidance treaty between the Netherlands and the Netherlands Antilles

7

The period of registration

1 week

8

The possibility to buy a shelf company

None

9

The name of the Company

Should not be identical or similar to any existing one.

The name should include the words: “Naamlose Vennootschap” or “NV”.

10

The share capital of the Company

The minimum share capital of the Company should be NAF 10,000, minimum 20% of the share capital to be subscribed

11

The recommended share capital

USD 30,000 because the registration may be refused in case the share capital is less

12

Shares

Registered and bearer shares with the face value are issued (shares without the face value are not permitted). Bearer shares should be full paid.

13

Shareholders:

-- minimum number

-- nominee shareholder

-- citizenship

a single private individual or corporate entity

permitted

not identified

14

Whether the law provides non-disclosure of the information:

-- on the beneficial owner of the Company

Not required

15

Directors:

-- minimum number

-- ethnic origin and nationality

-- status

a single private individual or corporate entity

At least one local director

All rights except those within the exclusive competence of the shareholders (determined by the Articles of Association)

16

The existence in the territory of the Netherlands Antilles of:

-- registered office

-- registered agent

-- secretary

Obligatory

Not obligatory

Not obligatory

17

Meetings of:

-- shareholders

-- directors

Annual meetings of shareholders are obligatory within 9 months after the end of the fiscal year in the Antilles

No requirement as to the place of holding and frequency

18

The requirement of:

-- the accounting

-- preparing the annual report

-- submission of the auditors’ opinion

Yes

Yes

None, unless otherwise determined by the Articles of Association or shareholders

19

The information available upon request of any third parties

The name of the Company, names and addresses of directors, registered office

20

Documents kept in the registration office

In case shares are paid partially, the register of shareholders should be kept in the registered office; in case of full payment the register is closed for the public

21

Double taxation avoidance treaties

The Kingdom of the Netherlands, Norway

22

Currency control

Present, but the exemption from the control has a merely formal nature