Curaçao

The legal framework analysis aims to provide general knowledge of the national cooperative legislation and of its main characteristics and contents, with particular regard to those aspects of regulation regarding the identity of cooperatives and its distinction from other types of business organisations, notably the for-profit shareholder corporation.

It aims to evaluate whether the national legislation in place supports or hampers the development of cooperatives, and is therefore “cooperative friendly” or not, and the degree to which it may be considered so, also in comparison to the legislation in force in other countries of the ICA region, or at the supranational level.

In addition, the research aims to provide recommendations for eventual renewal of the legal frameworks in place in order to understand what changes in the current legislation would be necessary to improve its degree of “cooperative friendliness”, which is to say, to make the legislation more favourable to cooperatives, also in consideration of their specific identity. This webpage presents a snapshot of the legal framework analysis results for Curazao.

The first Curaçao cooperatives regulation dates back to 1920. The National Ordinance regarding cooperative was published on February 13, 1920 and entered into force on March 19, 1920. Several amendments have since been made. Effective as of March 1, 2004 the laws regarding all private legal entities, including the cooperatives have been modernized and included into Book 2 of the Civil Code. Book 2 of the Civil Code was last updated and published on the 15th of December 2011 in the Official Gazette of the year 2011 number 66. Pursuant to the Official Gazette of the year 2011 number 69 this national ordinance became effective as of January 1, 2012.

Cooperative friendliness

After government consultation with cooperatives, it may be concluded that the cooperatives would prefer for Curaçao to have one single national ordinance that regulates all that there is regarding cooperatives, including the principles of cooperatives. Pursuant to these requests the government has included in its cooperative policy that it shall look further into this matter and implement where possible the necessary changes.

Key recommendations for improvement

• Create a policy or amendment of the National Ordinance on the Supervision of Banking and Credit Institutions
• Support the emergence of new cooperatives in different sectors.
• Take as soon as possible a decision regarding the amendment of the Profit Tax Law to include an exemption for cooperatives from Profit Tax Law.
• Promote corporate governance within the cooperatives and provide education and training to pre-formation cooperatives and cooperatives in general on the importance of complying with the cooperative legislative provisions.

Conclusions

Some countries have a law in which everything with regard to cooperatives is regulated. This is not the case in Curaçao, we do not have one single specific law that regulates everything regarding cooperatives, including for example the taxation aspects, but we do have provisions in Book 2 of the Civil Code regarding cooperatives. If you are looking for the same extensive provisions as in some other countries, you will not find all provisions either. However, we do have a legal system in which much can be arranged within the cooperatives.

_{The legal frameworks analysis is a tool developed under the ICA-EU Partnership #coops4dev. It is an overview of the national legal frameworks at the time of writing. The views expressed within are not necessarily those of the ICA, nor does a reference to any specific content constitute an explicit endorsement or recommendation by the ICA.}