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Doing Business in St Maarten
 
 
 

General

The mandatory regulations with regard to legal entities under private law (such as the foundation and the (private) limited liability company) which can be used for doing business in St Maarten, are contained in Book 2 of the Civil Code. The legal entities explicitly regulated are:

        • the foundation (stichting);
        • the private foundation (stichting particulier fonds);
        • the association (vereniging);
        • the cooperation (coöperatie);
        • the mutual guarantee company (onderlinge waarborgmaatschappij);
        • the limited liability company (naamloze vennootschap - NV); and
        • the private limited liability company (besloten vennootschap - BV).

The limited liability company and the private limited liability company are, beside the sole proprietorship (eenmanszaak) the most common formal structures for the conduct of business in St Maarten. The sole proprietorship is not regulated in Book 2 of the Civil Code.

Forms of Business Organisation

Sole Proprietorship

In case of a sole proprietorship there is no distinction between the personal and business assets. As a result, all assets and liabilities pertaining to the proprietorship constitute the income and expenses of the owner. Creditors of a sole proprietorship have recourse directly on the personal property of the owner, whereas private creditors can also recover their claims from the assets of the business.

The owner of a sole proprietorship born outside St Maarten needs a business licence for opening a business in St Maarten. No management license is required to establish and operate a sole proprietorship. A written petition to establish a sole proprietorship can be filed with the government of St Maarten.

Limited Liability Company (NV)

A limited liability company (NV) is a legal entity with one or more registered transferable shares or shares made out to bearer.

Incorporation

The NV is incorporated by notarial deed executed by one or more incorporators before a civil law notary in St Maarten. This notarial deed of incorporation constitutes the definitive statutes and regulations governing the company and conduct of its affairs. Those statutes and regulations are generally referred to as the articles of association. The incorporation can take place quickly and without many formalities. There is a free choice of language as to the articles of incorporation and currency for the capital and no governmental approval or check is required for the incorporation in itself or the contents of the deed of incorporation setting forth the articles of association. With regard to the organisation there is a certain amount of freedom with respect to – among other things – rights of shareholders, the structure of the board of managing directors and the capital.


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