TBA & Associates

Saint Kitts & Nevis
Company Formation Services

How to set up a company in Nevis

How to set up a company in Nevis

Nevis, an island situated in the northeastern part of the Caribbean, is renowned in the business world for its favorable taxation policies and robust asset protection regulations. Its enticing business climate and versatility in accommodating various company structures have established it as a prominent global financial center.

What motivates the choice of structuring a legal entity in Nevis?

– Appealing Business Environment: Nevis provides a conducive setting for businesses.
– Robust Asset Protection Laws: It boasts strong legal provisions safeguarding assets.
– Strategic Location: Nevis’ strategic geographical position enhances its appeal.
– Emergency Re-domiciliation: The option for swift relocation in case of emergencies is available.
– Rapid Incorporation: Nevis facilitates speedy company setup.
– Company Structure Flexibility: There is room for diverse company structures to suit specific needs.
– Various legal entities in Nevis—their significant advantages and the process of formation:

Primary benefits of a Nevis LLC

– Privacy: Members or managers are not required to disclose information publicly.
– Asset Holding: Ideal for asset holding, with flexible operating agreements.
– Global Record Keeping: Company records can be maintained globally.
– Flexible Management: No obligation to appoint officers, allowing for adaptable management.
– Minimal Capital Requirement: No initial capital is mandatory for incorporation, and membership interests need not be issued to initiate operations.

How to establish a Nevis LLC

– Select a Unique Name: Choose a name adhering to Nevis naming guidelines.
– Appoint a Registered Agent: Designate a registered agent in Nevis to handle legal and tax documents.
– Maintain a Registered Office: The LLC must maintain a registered office in Nevis, without requiring a physical presence.
– Submit Articles of Organization: Present the Articles of Organization to the Registrar of Companies.
– Fees: Pay the registration and annual renewal fees.

Nevis Business Corporation (NBC)

A Nevis Business Corporation (IBC) is the equivalent of a corporation established under the Nevis Business Corporation Ordinance (NBCO). NBCO allows the formation of corporations engaged in any lawful business.

Nevis corporations are autonomous legal entities with distinct rights and responsibilities separate from their shareholders. Nevis also provides legal provisions for confidentiality and an expedited registration process.

Key advantages of a Nevis NBC?

– Tax Exemption: NBCs are not subject to taxation on income generated outside the country.
– Privacy Protection: NBCs can shield owners’ identities, as there is no public NBC register.
– Remote Management: NBCs can be managed from abroad, with no island presence required.
– International Participation: Individuals of any nationality can serve as shareholders, officers, and directors.
– No Reporting Obligations: No necessity to file corporate financial reports or undergo audits.

How to establish an NBC

Step 1
Engage a Registered Agent: Collaborate with a Nevis registered agent, such as the Bolder Group, to streamline NBC incorporation requirements.

Step 2
Select a Unique Name: Choose an NBC name adhering to Nevis’ naming requirements.

Step 3
Draft and Submit Articles: Prepare and submit the NBC’s articles of incorporation, outlining critical details about its purpose and shareholder rights.

Step 4
Appoint Key Personnel: Nominate at least one director, one shareholder (companies or individuals), and a local registered agent licensed by the Nevis Island Administration.

Step 5
Maintain an Office Address: The NBC must maintain an office address in Nevis, but the primary office can be located anywhere.

Step 6
Fee Payment: Pay the government’s registration fee.

Step 7
Bank Account: Open a bank account in the corporation’s name.

Additional Structural Options Available in Nevis

– Nevis Exempt Trust: This trust structure enjoys exemption from Nevis income tax and provides safeguarding for the assets of beneficiaries. It can be established for specific purposes, individuals, or charitable beneficiaries.

– Nevis International Exempt Trust: Offering greater flexibility, this trust can be used for asset protection, estate planning, and tax optimization. It can hold diverse assets and may involve non-Nevis residents serving as settlors, beneficiaries, and trustees.

– Nevis Limited Partnership: This partnership model consists of one or more limited partners who contribute capital with limited liability, while one or more general partners oversee business operations with unlimited liability. The partnership falls outside Nevis’ jurisdiction.

– Nevis Multiform Foundation: Combining attributes of trusts and corporations, this foundation is a distinct legal entity empowered to own assets, engage in agreements, and conduct business activities. It accommodates beneficiaries, council members, officers, and operates under a charter.

Nevis Business Corporation Ordinance (NBCO)
Company Information

Language

English is the official and commercial language of Nevis, boasting a high literacy rate of 98%.

Currency

Nevis uses the Eastern Caribbean Dollar (EC$), pegged to the US Dollar.

Exchange control

Nevis does not impose exchange controls.

Type of law

Nevis follows Common Law based on English Common Law and American Corporate Law.

Principal corporate legislation

The Nevis Business Corporation Ordinance 2017 governs the establishment of international business corporations in Nevis.

Principal corporate legislation

Nevis Business Corporation Ordinance 2017, an ordinance to repeal and replace the Nevis Business Corporation Ordinance Cap. 7.01(N) as amended, to provide for the establishment of international business corporations in the Island of Nevis and to provide for matters incidental or consequential thereto.

Type of company for international Trade and Investment

Nevis offers the option of an Offshore Exempt Company (NBCO).

Procedure to incorporate

Incorporation is achieved by submitting the Articles of Incorporation to the Registrar of Companies, along with the appropriate fee.

Restrictions on trading

NBCOs cannot engage in trading within Nevis or own real estate there. They are also prohibited from conducting banking, insurance, assurance, fund and collective investment schemes, or any activity implying association with banking or insurance industries.

Powers of company

A company incorporated in Nevis possesses the same powers as a natural person.

Language of legislation and corporate documents

English.

Language of legislation and corporate documents

English.

Name approval required

Yes.

Shelf companies available

Yes.

Registered office required

Yes, it must be maintained in Nevis, and the Registered Agent must be licensed by the Minister of Finance.

Time to incorporate

Typically one day, but it’s advisable to allow five days for the delivery of documentation.

Name restrictions

Names identical or similar to existing companies, undesirable names, or those suggesting illegal activities are not permitted.

Language of name

Names can be in any language using the Latin alphabet, with English translation required if using a foreign language name.

Names requiring consent or license

Certain names such as bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, municipal, trust, trustee, Chamber of Commerce, university, or their foreign language equivalents require consent or a license.

Suffixes to denote Limited Liability

Options include Limited, Company, Corporation, Incorporated, Sociedad Anónima, Gesellschaft mit beschränkter Haftung, or their abbreviations.

Disclosure of Beneficial Ownership to Authorities

None.

Nevis NBCO compliance

Authorised and issued share capital

The authorized share capital is typically either 1,000 no-par-value shares or US$100,000 with a par value of US$1. There are no specific minimum or maximum requirements for issued shares, and the government fee is US$220, irrespective of authorized or issued shares.

Classes of shares permitted

Nevis NBCOs can issue various types of shares, including 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.

Financial statement required

While there is no requirement for audited financial statements, Nevis companies must maintain financial records reflecting their financial position.

Taxation

For corporate tax exemption within Saint Kitts and Nevis, Nevis Limited Liability Companies (LLCs) are recommended. These entities enjoy transparent operational structures and pass-through taxation, meaning profits are taxed at the individual member level. Income generated outside St. Kitts and Nevis is generally exempt from taxation in Nevis.

Financial statement required

While there is no requirement for audited financial statements, Nevis companies must maintain financial records reflecting their financial position.

Directors

A minimum of three directors is required if there are three shareholders; otherwise, the number of directors can match the number of shareholders. Directors can be natural persons or corporate bodies, of any nationality, and need not be Nevis residents.

Company secretary

Nevis exempt companies must appoint a company secretary, who may be an individual or corporate entity, of any nationality, and need not be a Nevis resident.

Shareholders

A minimum of one shareholder is required.

Double taxation agreement

Nevis companies incorporated under the Nevis Business Corporation Ordinance 1984 generally cannot obtain treaty relief through double taxation agreements.

License fee

There is an annual registration fee of US$260 payable to the Minister of Finance.

Corporate Features

General
  • Type of Company: NBCO (Nevis Business Corporation Ordinance)
  • Type of Law: Common Law
  • Shelf Company Availability: Yes
  • Time to Establish a New Company: 1-5 days
  • Corporate Taxation: Nil (No corporate tax)
  • Double Taxation Treaty Access: None
Share capital or equivalent
  • Standard currency – US$
  • Permitted currencies – Any
  • Minimum paid up – US$1
  • Usual authorised – US$1000 or US$100,000
Directors
  • Minimum Number: One
  • Local Directors Not Required
  • Corporate Directors Permitted
  • Publicly Accessible Records: No
  • Meetings Can Be Held Anywhere
Shareholders
  • Minimum number – One
  • Publicly accessible records – No
  • Location of meetings – Anywhere
Company secretary
  • Secretary Requirement: Optional
  • Local or Qualified Secretary Not Required
Accounts
  • Requirements to Prepare Accounts: Yes
  • Audit Requirements: No
  • Requirements to File Accounts: No
  • Publicly Accessible Accounts: No
Recurring Government costs
  • Minimum Annual Tax / License Fee – US$260
Other
  • Requirement to file annual return – No
  • Change in domicile permitted – Yes

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