Before buying a business in Curaçao, establish exactly what you are acquiring, which liabilities may remain with it and whether it can continue operating after completion. Legal due diligence should lead to decisions: issues to fix, conditions to satisfy, protections to negotiate and, sometimes, reasons to reconsider the purchase.
Imagine acquiring a successful restaurant. The equipment works and the accounts look promising, but the lease is held by the seller personally, a key supplier can terminate on a change of control and the operating permits need attention. Those findings can change the value and feasibility of the transaction, even if the headline purchase price is attractive.
Define the transaction before requesting documents
In a share purchase, the buyer acquires ownership of the company. The company continues to exist with its assets, contracts and obligations, subject to the applicable terms and law. In an asset purchase, the agreement identifies the assets and obligations intended to pass to the buyer; each transfer needs its own legal assessment.
Neither route is automatically safer. An asset purchase can require multiple consents and new operating arrangements. A share purchase can leave the buyer exposed economically to undiscovered company liabilities. Ask your legal and tax advisers to compare the structures against the actual business, financing and seller position.
ZL Attorneys' corporate law practice can assist with the company and transaction issues, while accountants investigate financial performance and tax advisers assess the tax consequences.
Where the seller retains an interest, review the future shareholder agreement alongside the purchase terms. A business with leased premises also needs a careful commercial lease review.
Confirm ownership and signing authority
Start with the exact legal name and registration number. The Curaçao Chamber of Commerce registry search allows searches by entity name or number and provides access to results and an excerpt. Use it to establish the correct starting point for your investigation.
A registry search does not replace the underlying records. Request the articles, shareholder register, relevant transfer documents, corporate approvals and details of any pledges or other interests affecting the shares or assets. Check who has authority to sign each transaction document.
If an individual appears to own a brand, domain or piece of equipment used by the business, resolve that discrepancy expressly. The assets described in a sales presentation may not all belong to the company being sold.
Review the contracts that create the revenue
Read the largest customer and supplier agreements, the lease, finance documents, insurance policies and essential technology contracts. Identify expiry dates, termination rights, exclusivity, outstanding defaults and consent requirements.
Focus on operational consequences. If one customer represents a material portion of revenue and can leave immediately, the acquisition model should reflect that risk. If a landlord's consent is needed, obtain it through an agreed completion process rather than assuming the seller will arrange it afterwards.
ZL Attorneys provides commercial contract review covering acquisitions, share transfers and the agreements needed to keep a business operating. Where premises are central to the acquisition, include a specific lease review.
Check permits and regulatory requirements
Create an inventory of the permissions the business actually uses, including the named holder, address, activities, conditions and renewal position. Ask whether the proposed transaction, new management or planned expansion changes the requirements. The government's Curaçao permit desk is a starting point for identifying the relevant administrative process.
Do not assume an existing permission transfers with an asset or remains sufficient after a restructuring. Obtain advice on the specific licence and regulator before treating continuity as settled.
Competition notification also belongs on the checklist. FTAC explains that certain mergers, acquisitions and joint ventures must be notified, with criteria involving turnover or market share. Assess the current requirements early. A locally significant acquisition can raise a market-share question even where the buyer does not regard the transaction as large. A notification requirement should not be confused with a general statement that every acquisition requires FTAC approval.
Investigate employees, claims and commitments
Request employment agreements, remuneration records, accrued benefits, pension information, contractor arrangements and details of disputes. Identify key personnel and understand what keeps them with the business.
The treatment of employees depends on the transaction and applicable law. Obtain employment law advice before promising a new structure, changing terms or discussing departures. A buyer's commercial assumption about who will remain employed is not a substitute for legal analysis.
Ask about litigation, threatened claims, customer complaints, regulatory correspondence and uninsured incidents. Compare management's answers with documents and the proposed contractual disclosures. Where an issue is material, quantify the potential exposure with the relevant adviser and decide how it affects the deal.
Turn findings into purchase terms
An extensive report is useful only if someone acts on it. Assign each material issue an owner and an outcome before signing or completion.
- Fix before completion: obtain a missing consent or correct ownership records.
- Make completion conditional: require a specific permission or release of security.
- Adjust the economics: reflect working capital, debt or a verified liability in the agreed price mechanism.
- Allocate risk: negotiate warranties, indemnities, limits and a workable claims procedure.
- Secure performance: consider retention or escrow where commercially appropriate.
Contract protection is only as valuable as its scope and the counterparty's ability to perform. Examine exclusions, disclosure, claim deadlines and enforcement, especially where the seller or assets are abroad.
A focused first document request
Request these items before assembling a larger data room:
- Company records and the proposed transaction structure.
- Recent financial statements and management accounts.
- Key contracts, property documents and financing arrangements.
- Permit and regulatory correspondence files.
- Employee and contractor schedules.
- Details of claims, security interests and related-party transactions.
- An inventory of intellectual property and essential digital accounts.
Ask for missing documents explicitly. “Not provided” and “does not exist” are different answers.
Questions buyers often ask
Can due diligence start after signing a letter of intent?
Yes, but obtain advice on the letter first. Confidentiality, exclusivity, costs and access arrangements may create obligations even where the purchase remains conditional.
Does a small business need legal due diligence?
The review should be proportionate. A small acquisition may depend heavily on one lease, permit or customer, making a focused review particularly valuable.
How long will the review take?
Timing depends on document quality, business complexity and third-party responses. Agree priorities and access at the outset rather than relying on a generic timetable.
Prepare for a purchase review
Contact ZL Attorneys with the proposed deal structure, target company's name, any letter of intent and your intended completion date. The firm can help scope the legal review and connect its findings to the purchase documents and completion requirements.
