Corporate Law

Legal support throughout the life of a company

ZL Attorneys advises local businesses and international groups on Curaçao corporate matters, from selecting a structure to daily decisions, transactions and disputes. We work to understand how the business operates so that the advice addresses the commercial decision as well as the legal question.

Establishing a Curaçao business

For a branch, subsidiary or new company, we help assess:

• The proposed activities, ownership and management arrangements.
• Incorporation documents and coordination with a civil law notary.
• Business, work and other permits relevant to operations.
• Premises, leases and property-related contracts.
• Employment arrangements and intellectual property protection.
• Banking, administration and tax advice required for the structure.

See company formation in Curaçao for preparation guidance.

Shareholders and directors

A company can hold assets and enter contracts separately from its shareholders. That separation does not settle every question about personal responsibility: guarantees, management conduct and the applicable rules require their own assessment.

We review the articles, shareholder agreements, signing powers and decisions needed for a proposed action. Questions often arise over transfers, new investment, distributions, information rights or disagreement between owners. The Curaçao investment agency's corporate overview describes the local B.V. and N.V.; their governance should be tailored to the intended arrangement.

Transactions and ongoing advice

Our work includes drafting and negotiating commercial contracts, reviewing leases and purchase arrangements, and advising on corporate organization and restructuring. We coordinate with notaries, accountants and other advisers where formalities or specialist input are required.

If the company faces payment problems, seek insolvency advice before assuming a routine closure is appropriate. If owners or counterparties are in dispute, consider the company's records and available litigation or negotiated options.

Decisions to resolve before signing

A proposed transaction usually raises several connected questions. Address them together before treating a draft agreement as ready for signature:

• What is being acquired or invested in? Identify the shares, assets or business activities, and which obligations the proposed agreement would allocate to each party.
• Who can approve and sign? Review the articles, current directors, shareholder arrangements, resolutions and any powers of attorney against the proposed commitment.
• What needs investigation? Define the review of material contracts, financing, employees, premises, permits and existing disputes. The documents needed depend on the business and transaction.
• What must happen before completion? Identify required decisions, documents, consents and adviser input, and reflect unresolved issues in the negotiation timetable.
• How will the relationship work afterwards? Discuss management, information sharing, funding, changes in ownership and how disagreements will be handled.

Our business acquisition due-diligence guide helps organize the initial questions. For documents signed or issued abroad, the foreign corporate documents guide explains why authentication and authority are separate review topics.

Related reading

• Shareholder Agreements in Curaçao: Decisions to Make Before a Dispute.
• Buying a Business in Curaçao: A Legal Due Diligence Checklist.
• Foreign Corporate Documents for a Curaçao Transaction: Beyond the Apostille.

Prepare for a discussion

Bring the articles, a current registry extract, ownership and director details, relevant shareholder agreements, recent resolutions and the draft transaction documents. Include financing or security documents where they affect the proposed action.

Explain the commercial objective, what has already been agreed, the countries involved and any signing or completion date. Identify the notary, accountant, tax adviser or overseas counsel already involved so that the responsibilities and outstanding questions can be agreed.

Contact ZL Attorneys to discuss the Curaçao legal work and any coordination needed with advisers elsewhere.