LIMITED LIABILITY COMPANY
If your primary goal is not legal tax efficiency but simply access to a low cost way of sheltering assets and providing privacy, a standalone Nevis Limited Liability Company may be ideal. A Limited Liability Company (or LLC) is a form of company or corporation that enjoys some distinctions from "normal" companies. At the most simple level, think of an LLC as a sleek cross between a company and a partnership, with all of the benefits of both.
The general advantages of LLC’s are enhanced by the jurisdictional advantage of Nevis, the first offshore financial centre anywhere to enact a Limited Liability Ordinance.
- Since the beneficial owners and/or managers are not registered anywhere an LLC provides complete anonymity.
- Nevis has strict privacy oriented laws that forbid any registering, recording, or disclosure of directors and shareholders of exempt companies incorporated there. This means that no annual or other reports by members need to be filed in the public records of Nevis; therefore, there is complete anonymity and their identities are not accessible by any outside party.
- The company's records may be located anywhere in the world
EXCELLENT ASSET PROTECTION FEATURES:
- A Nevis LLC enables you to protect your assets and funds from government agencies, creditors, and lawsuits.
- As an owner, you are not exposed to personal liability.
- As an owner, you can participate in management without becoming personally liable for the company's debts.
- A Nevis LLC is particularly advantageous for asset protection purposes since there are no shares that can be attached by a court of law.
- Members are not liable for obligations of the company.
OTHER LLC BENEFITS:
LLC’s provide these additional advantages:
- LLC’s provide a mechanism by which managers can limit the authority of non-managing members.
- LLC’s have no limitation on the number of members.
- There are no limitations on ownership of an LLC.
- No corporate tax, income tax, withholding tax, stamp tax, asset tax, exchange controls or other fees or taxes are levied in Nevis on assets or income originating outside of Nevis.
- Members of Nevis LLC’s may be individuals or business entities of any nationality or domicile.
- Nevis LLC’s may amend their Articles of Organisation, merge, or consolidate with other domestic or foreign LLC’s or other business entities.
- Members of Nevis LLC’s may assign their interests to other parties unless restricted otherwise.
- Nevis permits sole member LLC’s.
- Management of LLC’s may be accomplished by the members or by managers designated by the members.
- Nevis LLC’s face no stock limitations and can issue preferred interests analogous to preferred stock of corporations.
- A Nevis LLC is an excellent vehicle if used by a group of investors for a joint venture investment. In this respect it functions as if it were a Limited Partnership, but with all the added features and advantages mentioned above of an LLC that Limited Partnerships for the most part do not have.
-A Nevis LLC can be set up within 24 hours and has low initial cost and low annual fees.
DEEPER UNDERSTANDING ON THE EFFICAY OF LLC’s
LLC vs. "NORMAL CORPORATION”
The primary distinction between an LLC and a "normal" company such as a "C" corporation (USA) or a PLC (United Kingdom), is that the LLC is a tax-neutral vehicle because it is taxed as a partnership, rather than as a corporation. Thus, using an LLC eliminates tax at the corporate level. In this regard, it is somewhat like a U.S. "S" corporation or a German GmbH but without all the restrictions and disadvantages. So if the LLC itself has no tax payment obligation - then who does? The obligation for any taxes that would otherwise be owed by the LLC bypasses the LLC itself and attaches directly to the members of the LLC.
Members are to LLC’s what shareholders are to normal companies. Other companies, as well as individuals and trusts, can be members of an LLC. There are no limits on the number of members or the classes of members that an LLC may have. The important thing to remember is that each member is responsible for his, her or its own pro-rata part of any overall tax obligation of the LLC and that the LLC itself has no tax obligations.
LLC AS TRUST ALTERNATIVE
Because of the flexibility available in LLC management structuring and because of the favourable way in which the laws of Nevis are drafted, LLC’s can also be used as alternatives to a trust. The manager of the LLC is akin to the trustee of a trust and the members are akin to the beneficiaries of a trust. Eurofinanzza Management Services can act as a manager of an LLC on behalf of a client who desires to take advantage of our corporate management services.
Substituting an LLC for a trust can change the reporting requirements of taxpayers in onshore jurisdictions. Many providers have abandoned the trust as an offshore planning vehicle because trusts have become a target on onshore legislation and unfavourable court decisions (especially in the U.S.). Hence many are instead recommending either an LLC or a Foundation depending on what the client requirements are. The income or capital gain of an LLC is not reportable as trust income or gain or as corporate income or gain but is treated as personal income or gain.
MULTI NATIONAL JOINT-VENTURES
LLC’s are excellent vehicles for structuring joint venture arrangements between project participants from different countries. This is so because the venture can enjoy all of the benefits of incorporation, but each member is liable for his own taxation in his own country. Moreover, the membership flexibility allows different joint ventures to have different levels of ownership and reward based upon the value that each constituent member brings to the project. The only drawback is that prior to forming LLC’s for multi-national joint ventures, the parties must check to see that this hybrid entity is granted the requisite corporate and pass through (partnership) status in the jurisdictions in which the joint ventures are located. Advice from a local onshore lawyer should be sought.
All LLC’s are free from all forms of Nevis taxation. There are no Nevis taxes on dividends, income, capital distribution, or wages whatsoever. Moreover, unlike many onshore jurisdictions, Nevis does not tax an LLC for accumulated (but undistributed) earnings
All of the affairs of the LLC are private and cannot be disclosed except under truly exceptional circumstances such as links to international terrorism. The only document that needs to be filed with the government is the annual corporate license and this contains minimal information. There is no annual report or annual financial return that needs to be made to the government. There is no public inspection of your LLC’s' records. Confidentiality is further enhanced if the LLC appoints our company as manager and we perform the minimal corporate duties required under Nevis law.
Nevis LLC laws contain many requirements related to confidentiality including strict financial secrecy laws. Strict legal requirements, known as fiduciary duties, would also govern Eurofinanzza Manager Services’ behaviour as a manager of an LLC. These fiduciary duties are imposed on managers by both the equivalent of the LLC’s bylaws and by the proper law of the LLC (usually the law of the country where the manager is located, i.e. Panama). Many of these fiduciary requirements relate to secrecy and accounting obligations by which the manager must abide. Nevis LLC and Panamanian law prevent our company from discussing your LLC business with anyone you have not instructed us to talk to.
Other governments' agencies such as the Internal Revenue Service in the United States, Revenue Canada, or the Inland Revenue in the United Kingdom cannot force us to discuss your business with them unless they obtain a court order against you or us or both ordering us to make disclosure. But a court order from their respective jurisdiction is useless in Nevis or Panama. In accordance with strong Nevis law, a judgement from outside of Nevis will not be recognised by Nevis courts. This means an onshore judgement creditor who won a lawsuit against you or your LLC in, for example, the U.S. or Germany cannot take that U.S. or German judgement and require a Nevis court to enforce it.
In addition to not recognizing the judgements of other countries, Nevis law and Nevis courts do not favour the granting of court orders against LLC’s except under truly exceptional circumstances. Nevis law favours upholding the independence and application of its own law over the enforcement of foreign, onshore laws.
Nevis Limited Liability Company (LLC) ordinance/laws are considered by most legal experts to provide the ultimate in benefits, particularly to US/Canadian citizens.
Nevis Business Corporation law (modelled on Delaware corporate law) was originally passed into law in 1984. The Confidential Relations Act of 1985 created superior privacy protection propelling Nevis into a world-class financial business and banking centre. In the opinion of most legal experts the 1995 Nevis LLC Ordinance amendment to the 1984 law is now the worldwide model for all jurisdictions licensing Limited Liability Companies.
There is, in the opinion of most offshore professionals, no better jurisdiction in the world to form and operate an LLC. The statute/ordinance/law is the best, the location of Nevis is the best, and the political and economic infrastructure and lifestyle make Nevis the best in the world for establishing and operating an international business corporation-a Nevis licensed LLC.
NEVIS LICENSED LLC ADVANTAGES INCLUDE:
LLC in conjunction with Nevis International Trust Ordinance of 1994-95 produces world renown estate planning and asset protection LLC in conjunction with Nevis International Trust Ordinance of 1994-95 produces world renown estate planning and asset protection.
• Own real estate, investments of all kinds, bank/investment accounts, fund and operate business ventures anywhere in the world
• Total tax exemption of income originating outside Nevis
• No residency requirement
• Member/owners have no personal liability exposure
• Member/owners not personally liable for LLC debt obligations
• Redress rules apply-complete protection from creditors
• No financial or exchange reporting requirement
• Records may be maintained anywhere in the world
• Not required to disclose/complete privacy protection
• No stock issuance limitations-preferred stock issuance
• Recognize re-domiciliation of foreign entities into Nevis LLC
• No ownership limitations/confidentiality of ownership
• Complete flexibility on amending Articles of Incorporation, merging or consolidating other entities into LLC
Should you have any question, please do not hesitate to contact us
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