The Nevis Business Corporation Ordinance

The Nevis Business Corporation Ordinance (NBCO) was enacted in 1984 and is based on Delaware corporate law.

An offshore company registered in Nevis is required to maintain a registered agent at all times. The registered agent must be licensed by the Minister of Finance and may be either a company or a lawyer. An offshore company is also required to maintain a registered office in Nevis, but the registered agent may also act as the office of the offshore company. The registration process is quick and easy and a company may be incorporated to conduct any lawful business. In some cases, a foreign company may simply transfer its domicile to Nevis.

Offshore companies registered in Nevis need not file annual returns. Corporate records may be kept anywhere and annual general meetings or meetings of the Board of Directors are not required to be held in Nevis. Nevis offshore companies are also free from local taxation and are not subject to Nevisian taxes of any kind, including corporate tax, income tax, withholding tax, stamp tax, asset tax or exchange controls (except an annual government fee of $200). In fact, they are not required to register the names of shareholders, directors or officers. There is no requirement to file annual accounts and any Nevis company conducting legitimate business is fully protected from disclosure of confidential information by the island's strict Confidentiality Act.

One of the more progressive features of the legislation is its allowance for the emergency transfer of domicile to Nevis. During periods of strife, war or civil unrest a company may easily transfer its domicile to Nevis. In certain circumstances the Registrar of Offshore Companies has discretion to permit the emergency transfer of domicile before submission by the company of the required paperwork.

THE NEVIS LIMITED LIABILITY COMPANY ORDINANCE

The Nevis Limited Liability Company (LLC) is a business entity that provides an alternative to those who might consider using corporations or partnerships. Commonly known as limited duration companies, LLC's offer the same benefits as an NBCO but with the added benefit that the company may be structured to receive tax treatment in the United States as a partnership.

The owners of a Nevis LLC are typically 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 will depend on the nature of the LLC's management. The management might be vested in all of its members, who would have many of the characteristics of partners in a general partnership. Alternatively, the Company may be run by designated managers who may come from the ranks of the members or may be hired from the outside-more analogous to a limited partnership or a corporation.

A Nevis LLC is formed by filing articles of organization with the Registrar of Companies. The company's operations and the rights among the members are defined through an operating agreement. A foreign LLC may easily convert to a Nevis LLC by filing the necessary paperwork; other foreign entities, such as corporations, may convert to a Nevis LLC after transferring their domicile to Nevis under an equally simple procedure.

A Nevis LLC is not required to file annual returns and is also free from local taxation (except an annual government fee of $200) and, just like a Nevis company under the NBCO, disclosure of confidential information is prohibited by Nevis' strict Confidentiality Act.

Only the company is liable for its debts. Members, except for those who may have affirmatively guaranteed company obligations, are not liable for any company obligations. The Nevis LLC can be used for any business venture or professional practice anywhere in the world outside Nevis.

While most LLC statutes (including Nevis LLC's) protect the Company's assets from creditors through the limitation of creditors to a charging order, the Nevis LLC Ordinance specifies that this shall be the exclusive remedy available to the creditor and furthermore gives the company the power to redeem the creditors' interest.

The provisions of the NBCO allowing for emergency transfer of domicile to Nevis in case of war or civil unrest are equally applicable to an LLC under the Nevis Limited Liability Company Ordinance.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.