Finance and Tax Compliance Manual

Change Log

Version	Date	Summary of Changes	Approvers	Impacted Policies/Procedures	Notes
1.0	October 2025	Initial Manual	Board	All
1.1	April 2026	Cross-manual harmonization following AML/CTF/CPF Manual v2.1.	Board	1, 2.2, 3, 4, 5, 6

1 Purpose and Scope

This manual provides Bitkaya B.V. with a framework for compliance with Curaçao’s corporate governance, financial reporting, and tax obligations, while supporting alignment with Bitkaya’s broader regulatory, safeguarding, and control environment. The manual applies to management, directors, employees with financial responsibilities, and relevant third-party service providers supporting financial, tax, treasury, accounting, or reporting functions.

It must be read together with Bitkaya’s AML/CTF/CPF, safeguarding, internal controls, regulatory reporting, and risk management frameworks, particularly where financial records, unusual transactions, restricted payments, or escalated matters overlap with finance operations.

Scope

• Legal Framework: Based on Book 2 of the Curaçao Civil Code and related ordinances governing limited liability companies (B.V.s).
• Taxation: Covers corporate income tax (CIT), turnover tax (TOT), wage tax, social security contributions, and withholding tax rules applicable in Curaçao.
• Financial Reporting: Establishes standards for record-keeping, annual accounts, and statutory reporting.
• Interaction with Authorities: Provides guidance on engagement with the Tax Inspectorate and Social Insurance Bank (SVB).
• Applicability: This manual applies to Bitkaya B.V. management, directors, employees with financial responsibilities, and any third-party service providers supporting compliance functions.

2 Legal & Corporate Governance Framework

As a besloten vennootschap (B.V.) incorporated in Curaçao, Bitkaya B.V. operates under the provisions of Book 2 of the Curaçao Civil Code. This chapter outlines the governance framework, the administrative responsibilities of directors, and the obligations regarding corporate records and reporting. These requirements safeguard transparency, protect shareholders and creditors, and ensure compliance with statutory law.

2.1 Corporate Form and Recognition

• Bitkaya B.V. is a private limited liability company (B.V.).
• Liability of shareholders is limited to their capital contribution, unless statutes provide otherwise.

2.2 Administrative and Accounting Duties

Bitkaya must maintain complete and accurate records of its financial position, operations, rights, and obligations.

Financial records must be sufficiently detailed and reliable to support:

• statutory accounting and tax compliance;
• safeguarding and segregation controls;
• reconciliation of client and corporate positions;
• investigation of unusual or restricted transactions;
• audit and regulatory review;
• documentation of holds, restrictions, reversals, or exceptions; and
• traceability of decisions affecting payments, receipts, settlements, and financial reporting.

Records must be retained in accordance with applicable law and Bitkaya’s wider recordkeeping obligations.

2.3 Annual Financial Statements

• Bitkaya, as a virtual asset service provider, must, within a period determined by the CBCS after the end of the financial year, submit to the CBCS annual financial statements containing at least a balance sheet and a profit and loss account with accompanying notes for the past financial year.
• The annual financial statements must be accompanied by a statement issued by an external expert regarding the fairness of the financial statements, as well as a management letter.
• Bitkaya shall publish the annual financial statements, as referred to in the first paragraph, on its website within one month after the financial statements must be approved pursuant to Book 2 of the Civil Code. In addition, the CBCS may require Bitkaya to publish its annual financial statements for the past financial year, within a period determined by the Bank, in another manner established by the Bank.
• The CBCS may establish generally binding regulations concerning the annual financial statements, and the form and method of submission.
• Accounts must be approved by the general meeting.
• Accounts must provide a “true and fair view” of financial position, solvency, and liquidity.

2.4 Director Liability

• Failure to keep records or publish accounts creates a presumption of mismanagement in case of bankruptcy.
• Directors can be held personally and jointly liable for losses due to mismanagement or non-compliance.

3 Taxation Framework

Bitkaya B.V. is subject to the Curaçao tax regime, which includes corporate income tax (CIT), turnover tax (TOT), wage tax and social security contributions, and in some cases withholding taxes. Compliance with these tax obligations ensures that Bitkaya maintains its good standing and avoids penalties or reputational risks.

3.1 Corporate Income Tax (CIT)

• Rate: Standard 22%.
• Tax base: Global profits, with deductions for allowable business expenses.
• Incentives: Export regime or e-zone regimes can reduce effective CIT to as low as 3% or 0%, subject to approval and substance.
• Compliance:
  • Annual CIT return due within 6 months of year-end.
  • Provisional CIT returns and quarterly advance payments required.
  • Transfer pricing principles apply for related-party transactions.

3.2 Turnover Tax (TOT)

• Rate: 6% on domestic supplies of goods and services.
• Exemptions: Exported services, certain financial services, and e-zone companies.
• Compliance:
  • Monthly filings with the Tax Inspectorate.
  • Invoicing must clearly state if TOT is charged.
  • Proper classification of foreign vs domestic clients is critical for VASPs.

3.3 Payroll Taxes and Social Security

• Employers must withhold wage tax on salaries (progressive up to ~46.5%).
• Employers must also withhold and remit social security contributions (AOV/AWW pensions, AVBZ long-term care, BVZ health insurance, SVB).
• Compliance:
  • Monthly filings and remittances.
  • Maintain payroll records, contracts, and proof of payments.
  • Foreign employees require work/residence permits; tax residency affects wage tax treatment.

3.4 Withholding Taxes (WHT)

• Curaçao generally has no dividend, interest, or royalty WHT.
• Exceptions may arise under anti-abuse rules or treaties.
• Outbound payments must still be properly documented to avoid requalification.

Interaction with Safeguarding and Compliance Controls

Finance and tax compliance must operate consistently with Bitkaya’s AML/CTF/CPF, sanctions, and safeguarding controls. Where a payment, receipt, invoice, reimbursement, settlement, or balance movement is subject to legal restriction, unusual activity review, sanctions concern, fraud concern, or compliance escalation, finance processing must not override the applicable control process.

4 Record-Keeping and Financial Reporting

Robust financial reporting and accurate record-keeping underpin Bitkaya’s corporate, tax, safeguarding, and regulatory obligations.

Bitkaya must maintain books, ledgers, invoices, contracts, supporting calculations, statements, approvals, reconciliations, and correspondence sufficient to evidence the accuracy, legitimacy, and traceability of financial activity.

Where financial activity is linked to a client relationship, client asset flow, unusual transaction review, sanctions issue, safeguarding event, or regulatory reporting matter, finance records must support cross-reference to the relevant operational or compliance documentation.

Finance records must be maintained in a manner that supports both statutory reporting and control investigation.

4.1 Accounting Standards

• Dutch GAAP recommended.
• Alignment between financial accounts and tax accounts required.

4.2 Retention of Records

• All books, ledgers, invoices, contracts, communications, and supporting documents relevant to Bitkaya’s financial and tax obligations must be retained for the period required by applicable law.
• Where records are also relevant to AML/CTF/CPF, safeguarding, audit, legal, regulatory, or dispute-related matters, they may need to be retained for a longer period in accordance with Bitkaya’s wider recordkeeping obligations.
• Finance must therefore coordinate with Compliance, Legal, and Management where uncertainty exists over whether destruction, deletion, or closure of records is appropriate.

4.3 Annual Accounts & Audit

• Financial statements must be approved by the shareholders’ meeting.
• Large companies (thresholds: >20 employees, >ANG 5 million assets, >ANG 10 million turnover) are required to prepare audited IFRS accounts.

4.4 Internal Reporting

Monthly management accounts and internal finance reporting should not only reconcile to tax filings and statutory reporting, but also support visibility over restricted items, outstanding reconciliations, unusual payment events, unresolved exceptions, and material control issues affecting financial integrity.

Where relevant, internal finance reporting should capture:

• unresolved breaks or discrepancies;
• unusual or unsupported payments or receipts;
• restricted transactions or balances;
• aged exceptions;
• control overrides;
• material third-party dependency issues; and
• items requiring escalation to Compliance, Management, or the Board.

5 Interaction with Tax Authorities

Proactive communication with the Curaçao Tax Inspectorate and the Social Insurance Bank (SVB) is essential to avoid penalties and establish a compliant reputation.

5.1 Tax Filings

• Corporate Income Tax (CIT): Annually, with quarterly advance payments.
• Turnover Tax (TOT): Monthly, even if nil returns.
• Wage tax: Monthly, with supporting employee registers.

5.2 Social Security (SVB)

• Monthly declarations and contributions.
• SVB audits focus on employee records, contracts, and salary slips.

5.3 Audit and Information Requests

• Authorities can request information during audits or inspections.
• Non-cooperation increases risk of penalties and director liability.

5.4 Best Practices

Bitkaya promotes the following finance and tax compliance practices:

• maintain complete, timely, and traceable financial records;
• ensure segregation of duties in payments, approvals, reconciliations, and reporting;
• escalate unusual, unsupported, or high-risk financial activity promptly;
• ensure that finance processing does not bypass legal, sanctions, safeguarding, or compliance restrictions;
• coordinate with Compliance where unusual activity, restricted items, or reporting questions arise;
• maintain sufficient documentation to support audit, regulator, and tax authority review; and
• review control weaknesses and recurring finance exceptions as part of continuous improvement.
• When responding to tax authority inquiries, audits, or requests, Bitkaya must ensure that disclosures remain accurate, complete, and consistent with other legal and regulatory obligations. Where requested information overlaps with client asset safeguarding, compliance investigations, sanctions matters, suspicious activity review, or other restricted matters, Finance must coordinate with Compliance and Legal before responding.

6 Proportionality and Scalability in Compliance Implementation

Proportionality ensures that Bitkaya’s financial and tax compliance program remains effective, credible, and sustainable while reflecting its early-stage operations. It allows flexibility for growth, prioritizes resource efficiency, and upholds the principles of sound governance, transparency, and continuous improvement required under Curaçao’s financial regulatory framework.

6.1 Purpose and Principle

The principle of proportionality ensures that Bitkaya B.V.’s compliance framework is risk-based, scalable, and commensurate with the size, complexity, and nature of its virtual asset business. For a small and growing VASP, compliance measures must remain effective yet efficient, balancing regulatory expectations with operational sustainability.

This chapter establishes how proportionality is applied across Bitkaya’s financial and tax compliance functions, ensuring that obligations under Curaçao law, the Central Bank of Curaçao and Sint Maarten (CBCS) guidelines, and relevant tax ordinances are met without imposing undue administrative burden.

6.2 Application of Proportionality

Proportionality applies across three core dimensions:

1. Size and Complexity — Compliance measures reflect the company’s limited transaction volume, simplified structure, and emerging operational scale.
2. Risk Exposure — Controls are tailored to the level of inherent risk associated with Bitkaya’s client base, product type, and transaction profile.
3. Growth and Maturity — As the company expands, governance and oversight structures will progressively strengthen in line with CBCS expectations and internal growth indicators.

This ensures Bitkaya’s control environment evolves alongside its operational maturity.

6.3 Implementation Areas

6.3.1 Governance and Oversight

• The Board of Directors retains overall responsibility for proportional implementation of compliance measures.
• The Compliance Officer ensures that policies are fit-for-purpose and aligned with CBCS proportionality guidance for small VASPs.
• For a small VASP, dual control and segregation of duties may be simplified but must always ensure integrity and accountability.

6.3.2 Financial and Tax Compliance

• Accounting and reporting standards follow Dutch GAAP principles proportionally adapted to the company’s scale (e.g., simplified disclosures, limited segment reporting).
• Tax filings (CIT, TOT, and payroll) are maintained in full compliance but use digital systems to streamline filing and reduce manual burden.
• Record retention remains at the statutory 5 years, though documentation can be digital if securely stored and retrievable.
• Internal audit functions may be replaced initially by an external review from a qualified accounting professional until growth justifies a dedicated internal function.

6.3.3 Risk Management

• Risk assessments are scaled by transaction value and volume.
• Controls (e.g., financial reconciliations, supplier due diligence, and tax compliance checks) are performed quarterly instead of monthly, consistent with proportional monitoring principles.
• Exceptions and anomalies are escalated directly to management for prompt review.

6.3.4 Human and Technological Resources

• Compliance staffing follows a “fit-for-size” model, where key functions are cross-trained rather than duplicated.
• Technology solutions (e.g., automated bookkeeping, payroll integration, and cloud-based reporting) are leveraged to ensure efficiency and transparency.

6.4 Scalability and Continuous Enhancement

Proportionality does not mean permanence of minimal controls. Bitkaya commits to scaling its compliance environment in line with key growth indicators:

• Transaction volume and customer base expansion;
• Employment growth beyond 10 FTEs;
• Asset or turnover exceeding ANG 10 million thresholds (which trigger audit and reporting obligations under Book 2 of the Civil Code);
• CBCS licensing updates or supervisory feedback.

Upon reaching such thresholds, Bitkaya will reassess its proportional implementation plan and adopt additional controls (e.g., periodic internal audits, more formalized reporting, expanded management oversight).

6.5 Documentation and Review

• All proportionality decisions, including scope reductions, control frequency, and reporting simplifications, are documented and justified within the internal compliance framework.
• The Compliance Officer conducts an annual proportionality review, ensuring ongoing alignment with CBCS guidance, tax authority expectations, and internal growth.
• Changes resulting from this review are reflected in the compliance manual, board minutes, or policy updates.

6.6 Scalability and Continuous Improvement

Proportionality and scalability are dynamic concepts that evolve alongside Bitkaya’s growth. The company commits to continuously strengthening its financial and tax compliance framework in step with operational expansion, regulatory developments, and supervisory expectations.

To support sustainable scaling, Bitkaya will:

• Maintain a structured compliance calendar aligned with statutory filing obligations, internal control reviews, and tax reporting cycles.
• Leverage automation and digital tools to enhance efficiency, accuracy, and timeliness in reporting and recordkeeping.
• Apply a tiered escalation and review process to address compliance or tax irregularities, ensuring prompt remediation and transparency.
• Ensure proportionality decisions and policy adjustments are formally documented, reviewed, and approved by the Board of Directors.
• Benchmark compliance maturity periodically against CBCS supervisory standards and peer best practices for small Virtual Asset Service Providers (VASPs).

This adaptive approach ensures that Bitkaya’s compliance framework remains robust, efficient, and fit-for-purpose as the company scales responsibly, maintaining full alignment with Curaçao’s regulatory standards and the expectations of the Central Bank of Curaçao and Sint Maarten (CBCS).

Policy Statement

Bitkaya shall maintain complete, accurate and traceable books and records; prepare and approve reliable financial statements; calculate, file and pay applicable taxes and social-security obligations on time; preserve evidence; and ensure that finance processing does not bypass AML/CTF/CPF, sanctions, safeguarding, fraud, legal or regulatory restrictions.

Rates, deadlines, thresholds and accounting requirements shall be confirmed against current authoritative sources and official instructions before they are applied. The approved manual provides the operating design but is not itself an external legal source.

Roles

• The Board approves the policy, material proportionality decisions and material financial or tax matters and oversees financial integrity.
• The general meeting approves annual financial statements where required.
• Finance owns books, ledgers, closes, reconciliations, calculations, filings, payments, management accounts and supporting evidence.
• Compliance maintains regulatory traceability, reviews restricted or escalated matters and challenges proportionality or control changes.
• Management reviews financial performance, unresolved exceptions, filing status and material exposures.
• Legal or qualified external advisers confirm uncertain legal, accounting or tax positions.
• Independent external experts or auditors provide the required financial-statement assurance and management reporting.

Policy Requirements

• Maintain a controlled finance and tax calendar with each obligation, authoritative basis, period, deadline, preparer, reviewer, approver and evidence location.
• Keep books, ledgers and supporting records that accurately show Bitkaya’s financial position, operations, rights and obligations.
• Reconcile financial accounts, tax accounts, bank and payment movements, client and corporate positions and material control accounts at the approved frequency.
• Prepare monthly management accounts that identify unresolved breaks, unusual or unsupported movements, restricted items, aged exceptions, overrides, dependencies and escalation items.
• Prepare annual financial statements that provide a true and fair view and obtain the required approval, external-expert statement, management letter, CBCS submission and publication.
• Calculate, review, file and pay CIT, TOT, wage tax, social-security and applicable withholding obligations by current statutory deadlines, including nil returns where required.
• Apply documented dual control and segregation of duties to payments, approvals, reconciliations and reporting, with approved compensating controls where proportionality limits full separation.
• Do not process a financial movement that would bypass a legal hold, sanctions restriction, unusual-activity review, safeguarding control, fraud escalation or other compliance restriction.
• Retain financial and tax records for the longest applicable legal, VASP, AML, safeguarding, audit, dispute or supervisory period and suspend disposal when a hold or uncertainty exists.
• Coordinate complete, accurate and controlled responses to tax, SVB, CBCS, auditor and other authorized requests.
• Review control frequency and proportionality at least annually and after material growth, product, licensing, organizational, accounting, tax or supervisory change.
• Record and remediate exceptions, late filings, unexplained differences, control failures and adviser or authority findings.

Operating Layer

This policy is implemented through PRC-RSA-001 Resilience Systems and Assurance and the linked PROC-FIN-* procedures and CTRL-FIN-* controls.

Tax and annual-account submissions coordinate with PRC-RSA-001 Resilience Systems and Assurance. Independent testing and audit coordination use PRC-RSA-001 Resilience Systems and Assurance. Payment, client-asset and restricted-activity controls remain subject to the RMF, SAFU, AML and ABC frameworks.

Implementing Procedures and Controls

Procedures

• PROC-FIN-001 Govern Finance Tax Obligations Calendar and Proportionality
• PROC-FIN-002 Maintain Books Records Reconciliations and Financial Close
• PROC-FIN-003 Prepare Approve Submit and Publish Annual Financial Statements
• PROC-FIN-004 Calculate File and Pay Corporate Income and Turnover Taxes
• PROC-FIN-005 Process Payroll Social Security and Withholding Obligations
• PROC-FIN-006 Control Payments Receipts Reconciliations and Finance Exceptions
• PROC-FIN-007 Manage Authority Requests Finance Reporting Assurance and Improvement

Controls

• CTRL-FIN-001 Ensure Finance Tax Governance Calendar and Proportionality Are Current
• CTRL-FIN-002 Ensure Books Records and Financial Close Are Complete and Accurate
• CTRL-FIN-003 Ensure Annual Financial Statements Are Approved Reviewed Submitted and Published
• CTRL-FIN-004 Ensure CIT and TOT Are Calculated Filed and Paid on Time
• CTRL-FIN-005 Ensure Payroll Social Security and Withholding Obligations Are Met
• CTRL-FIN-006 Ensure Finance Movements Reconciliations and Exceptions Are Controlled
• CTRL-FIN-007 Ensure Authority Requests Reporting Assurance and Remediation Are Managed

Source Document

• Document title: Finance and Tax Compliance Manual
• Version: 1.1
• Status in source document: FINAL
• Date shown in source document: April 2026
• Approver shown in change log: Board
• Exact BCMS approval and effective date: 2026-04-21, taken from the approved PDF metadata because the visible document states only April 2026
• Permanent approved artifact: Bitkaya Finance and Tax Compliance Manual v11 Approved.pdf
• Artifact SHA-256: e43fbf988c42a93502d52ed8da4bb49ee1e0414fff1c81ac6880b817193c5ee8
• Note: this manual is an internal policy artifact and is not registered as a regulatory source.

Interpretation Notes

• The manual’s stated tax rates, filing periods, retention period and accounting or audit thresholds are operational assumptions until confirmed against current primary legislation and official instructions.
• Section 4.3 and section 6.4 state different audit or growth thresholds. Bitkaya shall apply the legally confirmed threshold and document the result before relying on either statement.
• The manual permits quarterly control reviews under proportionality; that does not reduce a statutory monthly filing, reporting, reconciliation or payment obligation.
• VASP records subject to REQ-VASP-008 Retain Transaction Records and Regulatory Data require at least ten years, which is longer than the manual’s general five-year statement.

Assurance

• Design status: implemented from approved Finance and Tax Compliance Manual version 1.1
• Operating assurance: pending system-derived assessment
• Evidence status: expected evidence is defined in the implementing controls
• Review cadence: annual and after material legal, tax, accounting, licensing, organizational, control or supervisory change
• Overall status: implemented design; legal-source confirmation and operating-effectiveness testing pending under ISS-FIN-001 Confirm Finance and Tax Sources Thresholds Systems and Operating Evidence

History

• 2026-07-28: Enriched policy body to 100% PDF coverage — all six sections and every paragraph from the approved Finance and Tax Compliance Manual v1.1 transcribed into the policy body.
• 2026-07-26: Aligned assurance wording with the system-derived Hermes/Odoo result model.
• 2026-07-26: Registered the approved FIN Manual and established its operating process, procedures, controls and implementation issue.