Nevis law recognizes the following types of companies:
1. Companies incorporated under the Companies Act 1885;
2. Companies incorporated under the Nevis Business Corporation Ordinance 1984; and
3. Companies formed under the Nevis Limited Liability Company Ordinance 1995.
Companies incorporated under the Companies Act 1885 are businesses operating locally, such as hotels, real estate owning companies, and commercial enterprises. The act is based on its English equivalent. Such companies are taxed at a rate of 50% unless they have been granted a tax holiday.
NEVIS BUSINESS CORPORATION ORDINANCE (NBCO), 1984
The Nevis Business Corporation Ordinance 1984 governs the establishment of non-resident domestic companies. The Ordinance is based upon American, Delaware and New York laws. However, the ordinance also contains many features of British company law which provides for its utilization by practitioners familiar with either or both types of company statutes.
A Nevis corporation can be incorporated using any name excepting words such as Bank and Insurance. The name of the corporation must be suffixed with either Corporation, Incorporated, Company, Limited, or S.A., or their abbreviations to indicate that it is a corporation with limited liability.
The Articles of Incorporation must be subscribed to by one or more natural or legal persons and they must include:
1. The corporation's name
2. The duration of the corporation if not perpetual
3. The object of the corporation, although it is sufficient to state that the corporation may engage in any lawful act not prohibited under the Nevis Business Corporation Ordinance 1984.
4. Its address in Nevis and the name and address of the registered agent
5. The share capital
6. The class or classes of shares
7. The number of shares to be issued as registered shares and as bearer shares and whether registered shares may be exchanged for bearer shares and vice versa
8. The names and addresses of the initial directors
9. The names and addresses of each incorporator
FORMATION AND REGISTRATION
Under the NBCO, a company may be incorporated to conduct any lawful business and there is no need to enumerate the particular objectives for which the company is incorporated. The registration process is simple and can be accomplished with ease. A person interested in registering an offshore company in Nevis need only provide the name of the company and ensure that the company complies with the provision of the Ordinance. However, no person is authorized to carry on, or hold himself out as carrying on domestic banking, international banking or insurance business in or from within Nevis unless he is appropriately licensed under the Domestic Banking Act, the Nevis Offshore Banking Ordinance or the Insurance Act.
An offshore company registered in Nevis is required to maintain a registered agent at all times and a registered office in Nevis. The legislation permits the office of the registered agent to act as the office of the company. A registered agent must be licensed by the Minister of Finance, and may be either a Barrister or Solicitor admitted to practice in St. Kitts and Nevis or a trust company or a local company having a paid-in capital of at least $500,000. Additionally, qualified accountants and such other persons as the Minister of Finance prescribes may be allowed to obtain licenses as registered agents.
NAMES OF COMPANIES
A registered agent may electronically reserve a name with the Registry in seconds at any time of the day or night with the company being registered in less than one day.
ACCOUNTS AND MEETINGS
Offshore companies registered in Nevis need not file annual returns. Corporate records may be kept anywhere in the world and annual general meetings or meeting of the Board of Directors are not required to be held in Nevis.
TRANSFER OF DOMICILE
The Ordinance facilitates the easy transfer of domicile to and from Nevis. One of the most progressive features of the Ordinance is the allowance for the emergency transfer of domicile to Nevis. During periods of strife, war and civil unrest, a company may easily transfer its domicile to Nevis. In certain circumstances, the Registrar of Offshore Companies has the discretion to permit the emergency transfer of domicile without the company first submitting the required paperwork.
NEVIS LIMITED LIABILITY COMPANY ORDINANCE, 1995
With the enactment of the Nevis Limited Liability Company Ordinance (LLC), the island of Nevis boasts of some of the most state-of-the-art LLC legislation in the world. The Nevis LLC is a business entity that provides an alternative to those who might consider using corporations or partnerships.
The owners of Nevis LLC's are referred to as members, who may be thought of in the same way as one thinks of partners in a partnership or shareholders in a corporation. Their precise characterization depends on the nature of the LLC's management. The management may be vested in all of its members as in a general partnership. Alternatively, the company may be run by designated managers, who may but need not come from the ranks of its members. As such, it might be like a limited partnership or a corporation with general partners or officers and directors, respectively in which case the members will be passive investors like limited liability partners or shareholders.
FORMATION OF AN LLC
A Nevis LLC is formed by filing articles of Organisation with the Registrar of Offshore Companies. The company's operation and the rights among the members are defined through an operating agreement. A foreign LLC (or similar entity) may easily convert to a Nevis LLC by a simple conversion procedure. Other foreign entities, such as corporation, may convert after transferring their domicile under an equally simple process. The limited liability company is solely liable for its debts. No member, except those who may have affirmatively guaranteed the LLC's debts has liability for its obligations.
STRUCTURE OF AN LLC
The United States Internal Revenue Service has indicated that limited liability companies generally may be taxed either as corporations or as partnerships, with income and losses flowing through to the members without any incidence of tax effects at the entity level. The Nevis LLC Ordinance permits planners to structure their Nevis LLC in any manner that suits their particular needs.
PROTECTION FROM CREDITORS
While most U.S. LLC statutes, as does the Nevis LLC Ordinance, protect the company's assets from the creditors of its members through the limitation of creditors to a charging order, the Nevis LLC Ordinance further specifies that this is the EXCLUSIVE and ONLY remedy available to the creditor and also gives the company the power to redeem the interest of creditors.
Nevis, does not, as of this date, have an on-line computerized company incorporation and registration system.
Subject to name approval a Nevis corporation or LLC can be formed within 48 hours. Ready made corporations and LLC's are also available for immediate use.
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