The Nevis Business Corporation Ordinance was Nevis’ first international financial services legislation, passed in 1984. It was drawn up by US lawyers and based on the model of Delaware Corporation laws. It is Nevis’ version of the typical IBC or International Business Corporation and has stood the test of time by offering flexibility and benefits to those seeking a traditional share-based corporate structure for their business or holding operations.
Corporations are recognized and understood worldwide as being separate legal persons with rights and liabilities separate from those of their shareholders. Nevis also offers statutory confidentiality, broad powers and a fast and efficient registration process for international corporations.
NEVIS BC ADVANTAGES
» Flexibility of ownership and management structure.
» There are no residency requirements for Directors, Shareholders or Officers.
» Corporate or Trust entities may act as Director, Secretary or Shareholder.
» Re-domiciliation of other foreign companies into and out of Nevis.
» There are no limitations on corporate ownership.
» 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.
» Nevis permits sole director BC’s
» The plaintiff must pay a large deposit to the Supreme Court of St. Kitts and Nevis to file a suit against a business corporation registered in the island of Nevis. Judgments of courts in other jurisdictions regarding legal entities registered on the island of Nevis are not accepted.
» Complete powers to engage in any legitimate business worldwide, subject only to certain limitations on local business in Nevis
» Details of management and ownership remain private.
The legal system of Nevis is founded on English Common Law. However its corporate law is based on both Common Law and on the corporate legislation of Delaware (USA).
Company Law: Nevis Business Corporation Ordinance of 1984.
NEVIS BC CORPORATE NAME
Name may be registered in any language, with your choice of suffix such as Inc, S.A., Limited, BV, SARL, KFT etc.
The name may not be the same as or confusingly similar to an existing company.
Restricted names: special permission is required for certain names, typically those implying a connection with financial services.
Prohibited names: some names are completely prohibited.
BC name has to be in Latin characters.
REGISTERED AGENT & REGISTERED OFFICE
The company must maintain a registered agent on the island, who must be licensed by the Financial Services Regulatory Commission to provide such services.
A registered office address is also required.
» Nevis Business Corporation must have minimum one shareholder.
» The number of directors may be fixed by the bylaws, by the shareholders, or by action of the board under the specific provisions of the bylaws, but the number of directors constituting the entire board shall not be less than one. Shareholder and director can be the same person.
» The appointment of officers is optional. Officers may also be directors.
» Nevisian law permits the use of nominee shareholders, officers and directors. Thus the true directors,
officers and shareholders can remain undisclosed. NTL can provide nominee service upon request.
Nevis BC shareholders may be either natural or legal persons of any nationality and domicile.
Nevis BC directors may be either natural or legal persons of any nationality and domicile.
Nevis BC managing directors may be either natural or legal persons of any nationality and domicile – optional.
Nevis BC secretaries may be either natural or legal persons of any nationality and domicile – optional.
PRIVACY & DATA PROTECTION
All of the affairs of a Nevisian BC are private and cannot be disclosed except under truly extraordinary circumstances. Nevis does not require any government inspection of your BC’s financial or business records.
» No public records of Nevis BC; All BC shareholders, directors and officers information is held directly by a registered agent such as NTL Trust Limited, or in some cases, your personal legal advisor.
» The Nevis BC provides complete anonymity, except under exceptional circumstances such as “beyond reasonable doubt” proof of fraudulent intent or links to international terrorism.
» On payment of a Company Search fee, members of the public may inspect the details of BC as filed with the Registry of Nevis. However, the Articles of Incorporation is the only document filed with the Nevis Registrar of Companies. It lists only name of the Nevis registered agent, registered office address and company authorized capital. Therefore, the Company Search facility really on serves to confirm that the Company exists, but there is no public information on Shareholders, Directors and Officers etc.
» No need to be on the island of Nevis to manage the company. Banking, signing of contracts, investments and other operations can be done remotely. Meetings of Directors may be held anywhere in the world.
» Reports on the international business of the company and its head office may be located anywhere.
» No need to file annual returns or reports from the shareholders or directors of Nevis BC. No need to notify the Registry about Shareholders, Directors or Officers change.
PURPOSES & RESTRICTIONS
» Nevis BC may be organized for any lawful business purposes, including, without limitation, the rendering of professional services by or through its members, managers, officers or agents, subject to any licensing or registration requirements applicable in any jurisdiction in which the services are rendered or in which such persons are licensed or registered.
» Company should not conduct banking, trust, insurance and mutual fund business unless it was properly licensed.
» Nevis BC can be used as a private Trust company (PTC) in – trustee in a Nevis Trust » Company should not conduct any business within the jurisdiction of Nevis.
» There are no restrictions on doing business outside of Nevis except illegal activities or such activities that require additional licenses.
NEVIS BC SHARES & AUTHORIZED CAPITAL
Nevis BC can issue registered shares, shares of no par value, bearer shares (restrictions apply), preference shares, redeemable shares and shares with or without voting rights. Nevis BC shares with par value may be denominated in any currency.
The standard authorized capital is USD 100,000 divided into 100,000 registered shares of USD 1.00 each However, there are no restrictions on the minimum or maximum authorized capital amount.
All BC’s are tax exempt. There are no Nevisian taxes on dividends, income or capital distribution or wages whatsoever. Moreover, unlike many onshore jurisdictions, Nevis does not tax a BC for accumulated (but undistributed) earnings. The wealth of your BC can grow continually and will be free from Nevisian tax.
With the business companies of Nevis it is possible to create an excellent framework for the protection of assets. For example – the Panama Private Interest Foundation can be a shareholder of a business company registered in the island of Nevis.
ACCOUNTING & AUDIT REQUIREMENTS
Nevis BC must keep reports, including, where applicable, contracts and invoices. Reporting must reflect:
» All amounts received or expended by the company, and the reasons of income or expense;
» All purchase and sale transactions, as well as other transactions, assets and liabilities of the
Reports of the Company must:
» Correctly explain all the transactions;
» Allow determining the company’s financial condition at any time and with sufficient accuracy;
» Allow preparing complete reports.
Reporting should be kept for 5 years from the date of its preparation.
Reporting of the Company must be kept at the office of registered agent or in any other place.
The Company shall keep all minutes of meetings of shareholders, and records of actions taken by the decision of shareholders, minutes of directors’ meetings and records of actions taken by them.
Reports should be kept in written or any other form, which can be converted into written within a reasonable period. Audit is not required.
» Completed Order Form and KYC form;
Each Beneficial Owner, Shareholder and Director must provide the following documents to complete BC incorporation:
» A certified passport copy or another acceptable ID document;
» A copy or original of a document proving address, such as a utility bill or bank statement;
» A copy or original of a reference letter or bank statement.
Nevis BC corporate seal is not required.
TERMS OF INCORPORATION
NTL Trust Limited can incorporate your Nevis BC within 3-4 business days. Apostilles take an additional one business day.
Our office always have a convenient supply of shelf companies ready for immediate transfer.
DOCUMENTS PROVIDED UPON INCORPORATION
» Certificate of Incorporation
» Endorsement Certificate;
» Articles of Incorporation;
» Certificate of Notary Public;
» Designation and Acceptance of Registered Agent;
» Transfer of Subscription Rights;
» Appointment of First Director and Officers;
» Consent and Resignation Letters;
» Minutes of First Meeting;
» Registers of Directors, Officers, Shareholders;
» Share Certificate
Nevis BC has to be renewed every year on the anniversary date of the incorporation. Annual Fees include government fees, registered agent fee and registered office fee, and are to be paid every twelve months thereafter.