Understanding the UBO Register in Curaçao: A Quick Guide for Business Owners

May 21, 2025

INTRODUCTION
As business owners, transparency and compliance are essential for maintaining trust and stability in the business and financial sectors.

On June 8, 2024, the National Decree related to the registration of ultimate beneficial owners (UBO’s), known in Dutch as the Landsbesluit UBO-registratie, entered into force in Curaçao (hereinafter referred to as the “National Decree”). Under this National Decree, legal entities are required to register their UBO’s in the UBO register.

The UBO register has been introduced as part of Curaçao’s efforts to enhance financial transparency and combat illegal activities such as money laundering and the financing of terrorism. The system ensures that the true owners and controllers of businesses are identified and that their information is accessible to the appropriate authorities.

WHAT IS AN UBO?
Before registering the UBO’s of an entity, it must first be determined who qualifies as a UBO. The National Decree refers to the General National Tax Ordinance (in Dutch: Algemene Landsverordening Landsbelastingen, hereinafter referred to as the “General National Tax Ordinance”) for the definition of a UBO.
According to the General National Tax Ordinance, a UBO is generally defined as:

a. The natural person who directly or indirectly holds 25% or more of the ownership or voting rights in a legal entity.
b. If no natural person meets the criteria under (a), or if there is uncertainty, the natural person on whose behalf the transaction is carried out.
c. If no natural person qualifies under (a) or (b), or if there is still doubt, the natural persons in senior management who have decision-making authority, such as board members or directors.

This means that a UBO is always a natural person who ultimately benefits from or controls the assets of a legal entity—either through ownership or decision-making authority.

WHO MUST REGISTER?
In principle, the UBO registration requirement applies to all legal entities in Curaçao. This includes:

• Public and private limited companies
• Associations
• Cooperatives
• Foundations — especially those engaged in financial transactions or managing assets on behalf of beneficiaries
• Private foundations
• Partnerships (e.g., Partnership, Limited Partnership, and General Partnership)
• Mutual insurance companies
• Trusts
• Churches and/or religious congregations
• Foreign entities established under foreign law that are subject to (foreign) taxation in Curaçao or have a legal form similar to one of the entities mentioned above

Note: Sole proprietorships are not required to register a UBO. As they are not considered legal entities separate from their owners, there is no obligation for them to register UBO’s in the UBO register.

The management or board of an entity is responsible for providing the necessary UBO information. This task may be delegated to an authorized representative—such as an employee of the entity or an advisor—who submits the registration on behalf of the management. A declaration of this authorization must also be submitted, in accordance with article 6, paragraph 2, subparagraph (i) of the National Decree. However, the management remains ultimately responsible for the accurate, timely, and complete submission of the data, and can be held liable for failure to comply.

WHO MANAGES THE UBO-REGISTER?
Pursuant to article 2 of the National Decree, the Curaçao Chamber of Commerce and Industry has been designated as the entity responsible for maintaining the UBO register (hereinafter referred to as “the Chamber”). The tasks related to the registration and provision of UBO data to the competent authorities are carried out by the Secretary of the Chamber.

The Chamber’s website provides information on UBO registration, which registration can be done via the UBO Registry Online Portal.

REGISTRATION DEADLINES
New entities and entities established after June 8, 2024, must register their UBO information within two weeks of incorporation.
Entities established before June 8, 2024, but that have not yet provided their UBO information to the Chamber, are granted a transitional period and must complete their UBO registration by July 1, 2025. After this deadline, any changes to the UBO information must be registered within the standard period of two weeks from the date of the change.

Also note that the notary before whom a deed and the articles of association—or any amendment thereof—has been executed must report this to the Chamber within two weeks. However, this obligation does not exempt the board or management of the entity from duly registering the UBO information.

NON-COMPLIANCE & PENALTIES
Failure to comply with the deadlines may result in the following consequences:

• Administrative fines of up to XCG 25,000, in accordance with the National Decree and article 28a of the General Tax Ordinance. This applies if incorrect UBO information is provided, or if the information is not submitted or not submitted timely and properly.
• Criminal prosecution or imprisonment may also be pursued under article 49 of the General Tax Ordinance for the ones responsible for registering UBO’s.

UBO INFORMATION ACCESS
Under the National Decree, UBO data is retained for 10 years following the deregistration of the entity or from the moment an individual ceases to be a UBO. After this period, the data will be deleted in accordance with Curaçao’s National Ordinance on Data Protection.

The UBO register, as legally regulated by this National Decree, is a closed register. Its purpose is to safeguard the integrity of the financial system and, in this context, to combat tax crimes, fraud, terrorism financing, money laundering, and corruption.

To achieve these goals, greater transparency regarding the UBO’s of businesses and legal entities is essential. The register can be accessed without restriction by the authorities designated in article 45, paragraph 16 of the General Tax Ordinance. These competent authorities include the Public Prosecutor’s Office, the Central Bank of Curaçao and Sint Maarten, the analysis and supervision departments of the Financial Intelligence Unit (FIU), the Tax Inspectorate, and the Gaming Control Board (GCB). UBO’s themselves can also access the register to confirm whether their personal information is or has been listed.

Lawyers, real estate agents, notaries, and other legal service providers, as well as financial institutions such as banks, do not have access to the UBO register. However, according to the explanatory notes on the National Decree, these
parties can request companies to disclose their UBO information when engaging in business. Companies or their UBO’s may be asked to provide a declaration confirming their UBO status.

PRACTICAL
If you wish to register your UBO information in the UBO register—either before the upcoming deadline of July 1, 2025, or afterward—and require assistance, please feel free to contact us. We can provide detailed guidance on identifying the UBO(s) of your company, determining who must complete the registration, and providing a comprehensive list of the required documents and information.