The Formation of an International Company in Nevis
(Business Corporation (IBC) or Limited Liability Company (LLC))
In Nevis, pursuant to the requisite legislations - The Nevis Limited Liability Ordinance in the case of a Limited Liability Company (“LLC”) and the Nevis International Business Ordinance in the case of an International Business Corporation (IBC) individuals are permitted to set up international companies. The formation of any of these entities is straight forward and can be done within two (2) business days once the registered agent (MR, L.P.) is in receipt of all requisite documentation and information.
The following documents and/or information are required for the formation of these Companies:
- Choice of company name (three (3) choices are to be provided in order of preference).Clients are encouraged to provide us with these choices of name as soon as possible to obtain availability of the names desired for the company from the Companies’ Registry. Once there is availability of the desired company name/s we take the necessary steps to have it reserved
- Completed due diligence (KYC) questionnaire
- Certified copies of two (2) forms of identification (such as passport, drivers license etc)
- Certified copies of two (2) utility bills to establish residency
- Payment of requisite Fees
In the case of the IBC we provide general by laws and in the case of the LLC a general operating agreement is provided. We also at the client’s instruction provide the membership assignment.
Once the corporation is formed and upon the client's request useful information is provided to clients to assist in setting up a corporate bank account for the newly established IBC or LLC. In aiding this process, MR, L.P. will provide the necessary legal documentation that is required by the Bank regarding the company.
As the annual renewal date approaches MR, L.P. will send the requisite renewal notice to client or contact person thereby detailing the relevant fees to be paid.
Benefits of Setting Up an IBC or LLC in Nevis
Generally, IBCs or LLCs may be used and are known as a tool for asset protection and/or estate planning for many high net worth individuals.
Also, these entities may be used to conduct business anywhere in the world and are not subjected to any taxes as long as no business is conducted in Nevis.
IBC
Officers and Directors - The officers and directors of the IBC may be of any nationality and may reside anywhere in the world. Another company or entity may serve as directors and or officers of the IBC. Alternate or substitute directors may be appointed.
Whenever there is a change in shareholders, directors or officers, this change does not have to be reported to the Registrar of Companies.
All shareholders and directors may act by unanimous consent, without a meeting and are allowed to issue proxies in writing.
There is no requirement for annual reports to be filed in the public records of Nevis.
Corporate records may be kept anywhere in the world.
Share capital - The authorized share capital of the Nevis Business Corporation may be demonstrated in any recognized currency.
Bearer Shares are restricted and are only permitted with the approval of the Registrar of Companies and/or the Regulator of the Financial Services. The Registered Agent must maintain custody of the bearer share certificate on behalf of the beneficial owner and must maintain a register of each bearer share.
Anonymity of beneficial owners - The identity of the beneficial owners and shareholders are not the subject of any public record Similarly, changes in beneficial ownership or shareholdings are confidential.
Merger, consolidation transfer of domicile - Nevis IBCs may amend their Articles of Incorporation, merge or consolidate with foreign corporations or other Nevis corporations, or file Articles of Dissolution in accordance with the provisions contained in the respective Ordinance. Therefore, there is minimum bureaucratic interference, efficiency and cost effectiveness. Additionally, the there is flexibility as regards the domicile of an IBC as as such, under the Ordinance any corporation formed in another jurisdiction may easily re-domicile into or out of Nevis.
LLC
Like the IBC, an LLC formed in Nevis may be used for any lawful business purpose, that is to say any legitimate business venture or professional practice including international financing arrangement, real estate holdings and as an operational or investment vehicle for offshore trusts amongst other things.
Ownership and Management of LLC – The owner of a LLC is referred to as a member whose characterization is dependent on the nature of the LLC’s management. One or more persons can form a LLC. The LLC must have at least one member and such member can be the Manager or any other person or business entity. The LLC can be managed by a manager exclusive of the members or by all of the members. Like the IBC, Corporations may act as Managers and/or members. The Nevis LLC does not require the appointment of directors or officers which allows for much flexibility in the management structure.
Protection of members – The LLC Ordinance provides for protection of a member by explicitly indicating that the naming a member or manager in any legal action brought against the company is legal ground for dismissal or at the very least motion for a mis-joinder.
Capital – There is no requirement for any initial capital at the time that the company is being established and the LLC is not required to issue shares to commence its operations. Members of a LLC may enter into written or verbal “Operating Agreement” but this is not mandatory unless specified by the company’s Articles of Organization. The company’s operation and the rights among the members are defined through the operating agreement.
Conversion, domicile of a foreign LLC or entity – A foreign LLC (or similar entity) may easily convert to a LLC in Nevis. Other foreign entities, such as corporations, may convert after transferring their domicile under an equally simple process. There is also provision for emergency transfer of domicile.
Please do not hesitate to contact us should you require any additional information.
MORTON ROBINSON, L.P.