Saint Kitts & Nevis
Offshore Company Registration in Nevis
Nevis Corporate structures – Entity types
Types of Incorporated Entities in Nevis
Nevis accommodates various types of incorporated entities under different legislations. Various Types of Incorporated Entities in Nevis Include:
Companies incorporated under the Companies Act 1885;
Companies incorporated under the Nevis Business Corporation Ordinance 1984
Companies formed under the Nevis Limited Liability Company Ordinance 2017.
Companies Act 1885
Companies incorporated under the Companies Act 1885 typically engage in local operations, including businesses like hotels, real estate holding companies, and commercial enterprises. This act draws its foundation from its English counterpart. Such companies are subject to a 50% tax rate unless they have received a tax holiday.
Nevis Business Corporation Ordinance (NBCO), 1984
The Nevis Business Corporation Ordinance 1984 governs the establishment of non-resident domestic companies. This Ordinance takes inspiration from American, Delaware, and New York laws while also incorporating elements of British company law. Nevis corporations can adopt any name except those implying banking or insurance activities.
To establish a Nevis corporation, you must:
1. Choose a name for the corporation.
2. Determine the duration of the corporation (if not perpetual).
3. Define the corporation’s object, which can be broadly stated as engaging in any lawful act not prohibited by the Nevis Business Corporation Ordinance 1984.
4. Provide the corporation’s address in Nevis and the registered agent’s name and address.
5. Specify the share capital.
6. Indicate the class(es) of shares.
7. Decide on the number of registered and bearer shares and whether they can be exchanged.
8. Identify the initial directors.
9. List the names and addresses of each incorporator.
Company Formation and Registration
In accordance with the NBCO, a company can be established to engage in any lawful business activity, and there is no requirement to specify detailed objectives for its incorporation. The registration process is straightforward and can be easily completed. To register an offshore company in Nevis, an individual only needs to provide the company’s name and ensure it adheres to the Ordinance’s provisions. However, it’s essential to note that no individual is authorized to conduct or represent themselves as conducting domestic banking, international banking, or insurance operations in or from Nevis unless they hold the appropriate licenses under the Domestic Banking Act, the Nevis Offshore Banking Ordinance, or the Insurance Act.
Administration
Administratively, a Nevis-registered offshore company is obligated to maintain a registered agent continuously and establish a registered office within Nevis. The legislation allows the registered agent’s office to serve as the company’s official office. A registered agent must hold a license granted by the Minister of Finance and can be either a Barrister or Solicitor with admission to practice in St. Kitts and Nevis, a trust company, or a local company with a minimum paid-in capital of $500,000. Additionally, qualified accountants and individuals designated by the Minister of Finance may also be eligible to obtain licenses as registered agents.
Company Names
Regarding company names, a registered agent has the convenience of electronically reserving a name with the Registry at any time, day or night, with the company’s registration taking less than a day.
Accounts and meetings
As for financial matters and gatherings, offshore companies registered in Nevis are not obligated to submit annual returns. Corporate records can be maintained anywhere globally, and there is no requirement for annual general meetings or Board of Directors meetings to be conducted in Nevis.
Transfer of domicile
Moreover, the Ordinance facilitates the smooth transfer of domicile both to and from Nevis. An exceptional feature of the Ordinance allows for the emergency transfer of domicile to Nevis during periods of conflict, war, or civil unrest. Under specific circumstances, the Registrar of Offshore Companies has the discretion to permit such emergency transfers without necessitating the submission of the customary paperwork.
Nevis Limited Liability Company Ordinance, 2017
The introduction of the Nevis Limited Liability Company Ordinance (LLC) in 2017 has positioned the island of Nevis as a pioneer in cutting-edge LLC legislation on a global scale. The Nevis LLC represents a viable alternative for those contemplating the use of corporations or partnerships. Individuals who own Nevis LLCs are denoted as members, a concept akin to partners in a partnership or shareholders in a corporation. The exact classification of members hinges on the LLC’s management structure. The management can be collectively vested in all its members, mirroring a general partnership. Alternatively, designated managers, whether or not originating from the member ranks, can oversee the company, resembling a limited partnership or a corporation with general partners or officers and directors. In such cases, members function as passive investors similar to limited liability partners or shareholders.
Establishing LLC in Nevis
Establishing an LLC in Nevis involves the submission of articles of Organization to the Registrar of Offshore Companies. The company’s operations and member rights are outlined in an operating agreement. A foreign LLC (or similar entity) can smoothly transition to a Nevis LLC through a straightforward conversion process. Similarly, other foreign entities, such as corporations, can convert after transferring their domicile via an equally straightforward procedure. The limited liability company bears sole responsibility for its debts, and no member, except those who have explicitly guaranteed the LLC’s debts, carries liability for its obligations.
Nevis LLC structure
Regarding taxation, the United States Internal Revenue Service has indicated that limited liability companies are generally eligible for taxation either as corporations or partnerships. This allows income and losses to pass through to the members without any tax effects at the entity level. The Nevis LLC Ordinance grants planners the flexibility to structure their Nevis LLC in a manner that aligns with their specific requirements.
Creditor protection
In terms of creditor protection, akin to most U.S. LLC statutes, the Nevis LLC Ordinance safeguards the company’s assets from the creditors of its members by limiting creditors to a charging order. Importantly, the Nevis LLC Ordinance explicitly designates this as the EXCLUSIVE and ONLY remedy available to creditors and empowers the company to redeem creditors’ interests.
Nevis Shelf Compani available
Regarding company availability, as of now, Nevis does not offer an online computerized company incorporation and registration system. Nevertheless, with name approval, a Nevis corporation or LLC can be established within a 48-hour timeframe. Additionally, there are readily available pre-formed corporations and LLCs that can be instantly utilized.
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