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Nevis Business Corporations (IBCs) and LLCs
Nevis is part of the Federation of St.Kitts and Nevis which is still part of the British Commonwealth. Its security, efficiency and economical start up rates make it a popular choice for offshore investors.
Nevis has strong asset protection laws. Its courts do not recognize or enforce U.S. judgments or judicial orders. Prior to starting a court action in Nevis, a creditor must post a sizable cash litigation bond and secure local counsel recognized by the Nevis courts. Any fraudulent conveyance claim must be filed within one year from the cause of action, and in no case more than two years after the transfer of assets. If a creditor is unsuccessful in his claim he is normally liable for all legal costs, including those of the defendant. The enormous cost of litigation alone is usually enough to discourage most creditors.
Nevis is private. There is no public disclosure in Nevis of officers, directors, shareholders or beneficial owners and registers of all these categories are not required to be maintained in the jurisdiction.
Nevis LLC Information
The Nevis LLC is governed by the Nevis Limited Liability Company Ordinance 1995, which is highly regarded by informed practitioners.
It may be used for any legitimate business venture or professional practice anywhere in the world outside Nevis, including international financing arrangements for US or non US operations, real estate holdings, manufacturing concerns and as an operational or investment vehicle for offshore trusts.
Formation
- Can be set up in just 1 business day
- There are no residency requirements for managers, members or any other officers of the LLC.
- Name of the company may be in any language (with an English translation)
- No initial capital required
Company structure
A Nevis LLC is a flexible and confidential alternative to a corporation or partnership.
The Nevis LLC Ordinance (1995) permits planners to structure their Nevis LLC in any manner that suits their particular needs.
The LLC is composed of members rather than shareholders. Members can be either individuals or corporations. Only one member is required, who can also act as the manager.
To incorporate a Nevis LLC the Articles of Organisation must be submitted to the Registrar of Companies which state:
- The name of the LLC
- A statement that the LLC is formed under the Nevis Limited Liability Company Ordinance 1995
- The latest date on which the LLC is to dissolve (Optional)
- The statutory licensed Registered Agents address
- A statement whether the LLC is managed by managers exclusive of the members or by all of the members in their capacity as members.
- Any other provision not inconsistent with Nevis Law which the organisers elect to appear in the articles of organisation.
Privacy
- Person or persons forming the LLC need not be a member
- Maintenance of Records is optional
- No requirements for financial or annual reports to be filed
The owners and managers are not registered anywhere, which provides for complete secrecy. Nevis limited liability companies are among the most private in the world.
The only document that needs to be filed with the government is the Articles of Organisation and no disclosure is made with the payment of the annual corporate license.
The manager of the LLC does not need to have any ownership and yet can control the entire company and all of its assets.
Protection against seizure
Most international LLC statutes 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 remedy available to the creditor, and that the order must be filed in the jurisdiction of Nevis. If the court awards a charging order to a creditor against a member, the creditor can only receive distributions that the member would be entitled to.
An LLC formed under the Nevis Limited Liability Company Ordinance 1995 is a legal entity with separate rights and liabilities, distinct from its managers or members.
Court orders from outside Nevis will not be recognized in Nevisian courts. Someone who won a lawsuit against you or your LLC in the US or the EU for example cannot take that foreign judgement and require a Nevisian court to enforce it. A court order will only be granted under truly exceptional circumstances e.g. links to drugs or international terrorism.
Members and management
- Can be composed of one or more members
- Members can manage company themselves or designate a manager
- No residency or nationality requirements for managers, members or any other officers of the LLC
- A member or manager may either be a natural person or a corporate entity
Taxation and fees
- Zero tax on income originating outside of Nevis
- No stamp taxes or exchange controls
Books and Records
- Financial records must be maintained but annual filings or accounts and financials are not required
- Owners are not listed in public records
- The only document that needs to be filed with the government is the Articles of Organisation and no disclosure is made with the payment of the annual corporate license.
- Companies records may be kept anywhere in the world
- Members of a Nevis LLC may enter into an “Operating Agreement”. All members must agree to such an agreement for it to be effective. The agreement does not have to be in writing.
Restrictions
Cannot trade within Nevis or own real estate there. A company may not engage in the business of banking, insurance, assurance, fund and collective investment schemes or any other activity that would suggest an association with the banking or Insurance industries without a licence.
Certain names require consent or licence: Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, municipal, trust, trustee, Chamber of Commerce, university, or their foreign language equivalent.
Nevis Business Corporation (IBC) Information
The Nevis Business Corporation Ordinance was enacted in 1984 and is modeled in large part on USA Delaware corporate statutes. The legislation is clear, easy to understand, and has a proven track record with few amendments to the original law. As a result, Nevis boasts of one of the strongest IBC asset protection laws in the world.
Nevis Business Corporations are totally exempted from taxation in the jurisdiction. Under present regulations there are no income taxes, estate taxes, corporate taxes, withholding taxes or exchange controls in Nevis attaching to them. It is also one of the few remaining jurisdictions which allow bearer shares.
Formation
- Can be set up in just 1 business days
- No residency requirements for shareholders directors and officers.
- Name of the company may be in any language (with an English translation)
- Proxy Holders and Alternate Directors are permitted.
- Bearer shares are permitted but a record must be kept of each bearer share issued and the registered agent must maintain custody of the bearer share certificates on behalf of the beneficial owner.
- The Nevis International Business Corporation Ordinance provides for Normal and Emergency Transfer of Domicile to Nevis from anywhere around the globe.
Company structure
The Nevis IBC is a proven tax-free asset protection vehicle. It is composed of at least one shareholder, director, Managing Director and company secretary. Officers, except the Secretary must be a natural person. Directors and the company secretary may be corporations or natural persons. Proxy shareholders and alternate directors are also permitted.
Shares
- There is no minimum or maximum number of shares issued
- Share types permitted - registered shares, preference shares, bearer shares, redeemable shares and shares with or without par value. Bearer shares must be held by a licensed custodian in Nevis.
Privacy
The identity of beneficial owners and shareholders are not required to be filed in any public record or, except in the case of licensed companies, government office. Similarly, changes in beneficial ownership or shareholdings are confidential.
There are no requirements for the filing of annual reports with any government authority. A Nevis Business Corporation is entitled to complete privacy with regard to its legitimate affairs.
Taxation and fees
- Zero tax on income originating outside of Nevis
- No stamp taxes or exchange controls
Books and Records
- Financial records must be maintained but annual filings or accounts and financials are not required
- Owners are not listed in public records
- The only document that needs to be filed with the government is the Articles of Incorporation and no disclosure is made with the payment of the annual corporate license.
- Companies records may be kept anywhere in the world
- No disclosure of beneficial ownership to authorities
Restrictions
Cannot trade within Nevis or own real estate there. A company may not engage in the business of banking, insurance, assurance, fund and collective investment schemes or any other activity that would suggest an association with the banking or Insurance industries without a licence.
Names requiring consent or licence: Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, municipal, trust, trustee, Chamber of Commerce, university, or their foreign language equivalent.
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