What Is a Private Foundation?

A Curaçao private foundation, or Stichting Particulier Fonds (SPF), is a legal entity without shareholders. Families and investors may consider it for holding assets and arranging how they are administered or passed on. Its usefulness depends on the assets, family circumstances, governance and countries involved.

How an SPF is established

An SPF is established by notarial deed and registered with the Chamber of Commerce. Its board and governing documents determine how it is administered. See the Curaçao investment agency's overview of private foundations.

The foundation's assets are distinct from a founder's personal holdings. Whether a founder retains particular powers must be addressed in the documents and assessed for its legal and tax consequences. Personal control should not be assumed merely because someone supplied the assets.

Company, foundation or trust?

Arrangement	Main question for the family or business
Company	Who owns the shares and how will ownership and decisions pass to others?
Private foundation	What is its purpose, who governs it and how may beneficiaries receive value?
Trust	Who holds assets as trustee, for whom, and under which governing law and terms?

These arrangements should be compared against the same objectives. None offers universal anonymity, tax exemption or protection from creditors.

Matters to settle in the documents

• The foundation's purpose and the assets intended to be transferred.
• Appointment, replacement and authority of board members.
• The position of beneficiaries and any distribution conditions.
• Any reserved powers or oversight arrangements and their limits.
• Records, administration and the process for resolving disagreements.
• What should happen after death, incapacity or a change in family circumstances.

Our inheritance practice can help assess how the proposal relates to wills, estates and succession issues. A foundation should be considered alongside those arrangements, not as an automatic replacement for them.

Tax, disclosure and creditor considerations

The Curaçao Tax Administration includes SPFs in its profit-tax filing guidance. Do not assume that a possible exemption removes filing obligations. Activities, transfers and distributions require their own assessment.

For families connected to the Netherlands, the Netherlands Tax Administration's explanation of separated private assets (APV) specifically identifies Curaçao SPFs among arrangements that may fall within those rules. Other countries may treat a structure differently as well.

Identify the information required by authorities and regulated service providers, and review any existing debts or restrictions before transferring property. The structure should not be used on the assumption that a transfer defeats legitimate creditor claims.

What to prepare before taking advice

List the assets, current owners, countries involved, intended beneficiaries and the practical outcome you want. Explain any existing will, company, trust, debt or family dispute. A realistic plan also includes the cost and responsibility for administration over time.

See how to form a Curaçao private foundation or contact ZL Attorneys to discuss whether an SPF fits the circumstances.