Curaçao Licence: important dates in March 2024

In the run up to 31 March 2024, we have prepared this notice to our customers to inform them of a number of important deadlines in relation to Curacao licensed operators. We will also detail what to expect at the end of the month should you decide to apply for a direct licence from the Curacao Gaming Control Board.

 Updated document requirements for applying for a direct licence

 To complete the application pack for clients to apply for a direct licence from GCB we will need:

• Policies: AML, Responsible Play, General Terms and Conditions, Privacy Policy;
• Confirmation of domain ownership;
• A business plan with a three-year forecast;
• Evidence of how and by whom the business is funded;
• If the operator is part of another gambling business or has been operating for some time, historical reporting is required;
• Criminal record certificate – an original or certified copy of a recent police certificate of conduct and/or conviction must be submitted for each jurisdiction in which the ultimate beneficial owner has resided for more than six months in the last two years.
• The annual income of the ultimate beneficial owner;
• Estimated net worth of ultimate beneficial owner – please provide a brief description of how you accumulated your estimated net worth, listing the major types of acquisitions/divestitures and the events that led to this accumulation.
• Birth certificate of the ultimate beneficial owner – (certified copy)
• Summary of ultimate beneficial owner.

We will also need an answer to a number of additional questions:

Please provide the information and documents mentioned above by 22 March 2024.

Filing of income tax return for 2023

 The deadline for filing income tax returns for all Curaçao companies for 2023 is approaching.

As it is mandatory for all Curaçao companies to file their income tax returns by 31 March each year, please provide us with your company’s financial statements as at December 2023 no later than 22 March 2024, which will enable us to prepare and file your income tax return for 2023.

Consider the following options that may be applicable to your company.

• If the income tax return for the previous year (2022) has been prepared and filed on time, the company is allowed to file a provisional tax return based on the same tax amounts filed in the previous year (2022), and a final tax return with actual financial figures for 2023 can be filed no later than 30 June 2024.
• An operating company whose first financial year ended 31 December 2023 has the option of filing a provisional tax return without financial statements, while a final tax return must be filed no later than 30 June 2024.
• No activity – companies that have not operated during 2023 must confirm this and we will file a tax return based on the activity declaration.

Please note that if you fail to submit a declaration, the tax office may impose penalties.

Deadline Preparation Guide 31 March 2024

The legal authority to issue licences in the gaming sector in Curaçao comes from NOOGH, which expressly authorises the Governor to delegate this authority. Such authority was formally delegated to the Minister of Finance and then to the GCB, which formed the basis of the current operational mandate of the GCB, which was last updated on 24 November 2023 and thus forms the basis for the GCB to issue licences to online gaming operators in accordance with the NOOGH.

The purpose of this guide is to:

• Assist applicants in compiling a complete application by outlining/preparing frequently asked questions; and
• To enable the applicant to understand what the GCB expects from applicants and subsequent licence holders.

For convenience, throughout this guide we will refer to online gambling licences that grant the right to conduct all types of remote gambling, including sports betting.

From November 2023, the GCB will accept and process online gaming licence applications from operators who wish to obtain an online gaming licence directly from the GCB under a new application process. All applicants must be legal entities registered in Curaçao and no individual can apply through alternative legal structures.

This process will eventually be enshrined in a new Gambling Ordinance (LOK) adopted by the Curaçao Gaming Authority (“CGA”), the successor to the GCB, whereby, under the current draft LOK, licences issued directly by the GCB under the new application process will automatically be transferred to the new LOK licensing regime and the licence will be deemed to have been issued by the CGA.

In deciding whether to grant or refuse a licence, the GCB will act in accordance with the laws of Curaçao, including the general principles of good governance.

The GCB has discretion to grant online gambling licences to applicants who have satisfied the GCB that the business, individuals and entities associated with it are fit and proper based on the due diligence conducted and such businesses have the capacity, finance and technology to ensure that the proposed remote gambling activities meet the high standards of regulation expected by the GCB.

There will be no limit on the number of licences, only the eligibility of applicants. Currently, the GCB is only authorised to issue licences to B2C – i.e. those applicants that directly provide remote gaming services to end users. B2B2C service providers – i.e. those organisations where a company provides critical services to manage player accounts and funds – are considered a type of B2C and can therefore already apply for a licence from the GCB.

B2B companies that only provide technology services may be considered for a licence before LOK, but GCB will make an announcement on this option later this year.

The GCB is committed to keeping the remote gaming industry free from crime and to ensuring that licence holders act fairly and transparently and protect vulnerable players, including minors. To this end, it expects its licensees, both on application and subsequently, to conduct their business in accordance with the law, regulations and licence conditions. In addition, while the GCB will not necessarily prescribe a list of jurisdictions in which licensees cannot provide services, applicants and licence holders are expected to demonstrate reasonable efforts to ensure compliance with financial sanctions legislation and guidelines in the jurisdictions where their services are provided.

Categorisation of licences in the new licensing system

Licences currently issued by the GCB under the existing NOOGH legislation are labelled the same (i.e. the B2B2C model will simply receive a B2C licence). However, it is expected that the GCB will be notified of any material changes to the licensee’s operating model. A licence is required for any entity as set out in section 4 of the online gaming application form.

This includes:

• Companies that interact directly with players – control player funds and/or manage player data (B2C)
• Companies (e.g. platforms) that significantly facilitate B2C operations in relation to player funds and player data (B2B2C). A B2B2C licence will be issued to organisations that are genuinely and demonstrably involved in operations. For clarity, this licence type is NOT a replacement for the Master Licence/Sub-licensee business model. Sublicensing will be prohibited under these licences, and under LOK licences in the future. In addition, these licences are intended to be issued only to organisations that supply products to B2C licence holders.

It is intended that, once LOK comes into force, (i) B2B licences will be mandatory only for B2B entities registered in Curaçao; and (ii) B2B licences will be optional for all other relevant international entities.

The following applies:

– An account on the portal is opened by a Curaçao-registered entity that operates the business proposed to receive the licence(s). Companies are not limited to submitting a single application – they can submit multiple applications through a single account.

– Any licence can have an unlimited number of domains, but each domain is exclusive to one licence.

– No sub-licences are allowed.

As stated above, the general licence conditions apply to all. These are published on the GCB portal. In addition, at GCB’s discretion, specific conditions may be applied to each individual licensee. These conditions are not published.

Registration of sublicences on the GCB portal

 As previously stated, registration of sub-licences on the GCB portal and applications for direct licences by sub-licensee operators (including Master Licensees wishing to operate a B2C or B2B2C business independently) will not be possible after midnight on 31 March 2024 (Curaçao time).

Specifically, in connection with registration:

• It is the Master Licensor’s responsibility to ensure that ALL of its sublicences and ALL associated domains are registered. This can be done via an account, unless the Sublicensee registers some or all of its domains via a licence application. In the latter case, the applicant must provide account rights to the Master Licensor (via the GCB Portal) upon request so that the Master Licensor can enforce its obligations to ensure that all information is complete and accurate.
• Only these registered domains as set out above will be recognised by the Gambling Control Board (GCB) as being subject to the terms of the Master Licence. Any unregistered domain may no longer be sheltered under any Master Licence.

When is an application for a licence deemed to have been submitted and what are the consequences of failure to submit it?

An application will be deemed to have been submitted to GCB by midnight on 31 March 2024 (Curaçao time) if the following has occurred:

• All 3 forms are fully completed and uploaded.
• All attachments associated with each form have also been uploaded. GCB will exercise discretion in relation to some documents (e.g. criminal record certificates) that take time to obtain, but the application must demonstrate that reasonable steps have been taken to obtain such documents, or an adequate alternative has been offered.

An applicant who has duly applied may continue to operate continuously in accordance with the terms of the sub-licence agreement until a direct licence is granted.

Blank documents are not permitted and any such documents uploaded in order to submit an application will mean that the application will not be deemed to have been submitted until 31 March 2024 and operators subject to this application will have to cease operations from that date unless they have been registered and their sub-licence agreements are still valid.

If an application is not submitted by midnight on 31 March 2024, existing Sublicensees will lose the opportunity to apply directly to GCB and therefore run the risk that upon expiry of the Master Licensor Agreement (a) LOK will come into effect; (b) the Master Licensor’s contract with the Sublicensee will end; and/or (c) the Master Licensor will otherwise lose its right to sublicense, which in all cases will mean the termination of the right to operate.

Licences issued before or after 31 March 2024 and the resulting effects and obligations

• Operators must comply with the general and special conditions and GCB policies and regulations.
• Operators must ensure that only the domains specified in the licence application and/or domains that are proxies or derivatives of the domains specified in the licence application are used.
• Operators must ensure that each active domain correctly displays dynamic printing using the unique token issued for that domain in the portal. New domains can be added for an administrative fee.
• The policies and procedures referred to in the application must be submitted in full no later than 6 months after the licence is granted, or sooner if requested by the GCB.
• Operators opting to obtain a direct licence from the GCB in parallel with an existing sub-licence under the same legal entity will be required to: (i) Disclose to the GCB details of the business conducted under the main licence; and (ii))) Set out the rationale for the separation of the activities. In this situation, the GCB may, at its discretion, impose additional licence conditions to address any legitimate concerns.
• GCB will issue regulations in connection with the minimum KYC requirements imposed on licence holders and extended to the latter’s customers. The GCB plans to issue these regulations in April 2024. These regulations are based on existing Curaçao laws relating to AML/CFT under NOIS and NORUT (National Ordinance on Identification in the Provision of Services and National Ordinance on Reporting of Unusual Transactions).

Restrictions on the portal after 31 March 2024

As highlighted above and previously, the application deadline for a sub-licence holder or master licensor wishing to become a standalone operator is 31 March 2024 before midnight (Curaçao time).

Applications from all of the above licence holders submitted after midnight on 31 March 2024 (Curaçao time) will not be considered. Applications from new companies (not existing sub-licensees or master licensors) may be submitted at any time before the LOK comes into effect and after 31 March 2024.

All applications submitted before 31 March 2024 are likely to be considered first, given the high volume of existing applications. All applications submitted after this date, even those complying with paragraph 3 above, risk, in the event of delay, that the licensing application cannot be deemed to have been submitted before the LOK comes into force (losing the “grandfathering” rights afforded to applications submitted before 31 March 2024).

Any licence issued before midnight on 31 March 2024 (Curaçao time) or application pending by that date (or those referred to in paragraph 3 above) will automatically transfer to the new system (via a provisional licence) on transition from NOOGH to LOK, subject to the terms and conditions of LOK, whenever that occurs.