September 24, 2024

An important read for navigating the island nation

If you establish a Curaçao company and apply for a license at the Curaçao Gaming Control Board, do you need to appoint a Curaçao resident as managing director?

EM Group gives the answers.

Mandatory or not?

Currently, since the new legislation for online gaming (LOK) is not yet formalized, there is no obligation to appoint a Curaçao resident as managing director. This will be different once the LOK becomes active, when it becomes mandatory to appoint a Curaçao resident managing director for Curaçao online gaming companies.

Local representative

At present, the company must appoint at least one Curaçao resident as local representative and this needs to be recorded with the Curaçao Chamber of Commerce. However, most online gaming companies in Curaçao appoint a Curaçao resident as managing director.

Who qualify as Curaçao residents?

Curaçao residents are either natural persons domiciled and registered in Curaçao or Curaçao companies with office address in Curaçao that are registered at the chamber of commerce in Curaçao.

What are CSP’s or trust companies?

Corporate Services Providers (CSP’s), locally referred to as trust companies are companies who act as a professional director to Curaçao companies and who provide management and corporate services to these companies. These activities are regulated and supervised by the Central Bank of Curaçao and St. Maarten. The majority of Curaçao based online gaming companies has a CSP appointed as managing director. EM group is a CSP and uses the company eMoore NV as corporate director for clients.

An important read for navigating the island nation
Mandatory or not?
Local representative
Who qualify as Curaçao residents?
What are CSP’s or trust companies?
What about substance requirements?
Other staff requirements
Summary

What about substance requirements?

There are real economic presence requirements that need to be met on the basis of tax legislation in Curaçao. In short, these require companies to have a local place of business and substantial activities in Curaçao. The way to meet these requirements can be open to interpretation.

The new but yet to be enacted gaming legislation LOK (according to its latest draft) mandates more specific substance requirements as license conditions. Within a year after having obtained a license under LOK regulation, a Curaçao based online gaming company must have their own place of business and employ a Curaçao natural person full time in a yet to be determined capacity. The managing director of the company -whether a natural person or a CSP- does not satisfy this specific requirement.

Additionally, circumstances or applicable laws outside of Curaçao, such as the place of residence of a shareholder of a Curaçao company, may dictate other and specific substance requirements for the Curaçao company.

Other staff requirements

It is a license condition to new licenses issued by the GCB that the operator appoints a Compliance Officer who will need to submit a personal history disclosure form to GCB. The Compliance Officer currently does not need to be a Curaçao resident.

Summary

Curaçao based online gaming companies with a government issued gaming license are not currently nor in the near future obliged to appoint natural persons in Curaçao as managing director from a Curaçao perspective. Most online gaming companies prefer to appoint a corporate director with specific expertise, such as EM Group.
Once the LOK legislation is enacted, appointing a Curaçao resident as managing director will become mandatory. We recommend using a corporate director.

According to the latest draft of the LOK, appointing a natural person as managing director will not satisfy the fulfilment of future substance requirements. There will be a grace period to achieve compliance with substance requirements when the LOK is enacted. It is yet unclear when the new legislation will pass parliament. Hopefully, this will occur before the next elections in March 2025.

Current license conditions dictate the appointment of a Compliance Officer, but this need not be a Curaçao resident.

If you need any further information or local expertise regarding gaming compliance in Curaçao, please contact our wonderful staff of EM Group.

Written by George van Zinnicq Bergmann

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