Incorporation in Nevis

It must not contain sensitive or inappropriate words which are prohibited by legislation. The following words are expressly prohibited unless a relevant license or the government’s consent is obtained: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Bank”, “Insurance”, “Fund” , “Investment Fund” and any other words having similar meaning or any other words that the Registry deems to have similar meaning.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or offensive words. It should be noted that the Registrar is empowered by legislation to object the registration of any name that in the Registrar’s discretion might be confused with existing names. It must end with a word or abbreviation signifying a corporate body or limited liability, for example such words are “Limited”, “LTD”, “Corporation”, “Corp”, “Incorporated”, “Inc.” etc.

A Nevis BC Company is required to have a registered office address in Nevis which must be provided by an authorized registered agent in Nevis.

One director is the minimum required for companies which are registered with one shareholder, there is no requirement for them to be locals. When a BC Company is incorporated with more than one shareholder, three directors is the minimum required. There’s no requirement regarding the place and frequency of board meeting.

Corporate entities can be appointed as directors. The director and shareholder can be the same person. The directors’ details are not registered on the public record and cannot be accessed by the public, the only document that is filed to the public registry is the Articles of Incorporation and it does not contain any information regarding the shareholders, directors and secretary information.

The appointment of a secretary is mandatory, there is no locality requirement. Corporate entities can be appointed as secretary.

One shareholder is the minimum required, there is no requirement for them to be locals and corporate persons can become shareholders. There is no requirement regarding the place and frequency of the shareholders’ meeting.

The director and shareholder can be the same person. The shareholders’ details are not registered on the public record and cannot be accessed by the public, the only document that is filed to the public registry is the Articles of Incorporation and it does not contain any information regarding the shareholders, directors and secretary information.

The beneficial owner’s details are not registered on the public record and cannot be accessed by the public. However, registered agents are required to collect and keep these details according to AML/CFT Regulations.

The owners of a BC Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any recognised currency, though the US Dollar is mostly preferred and the amount of USD 50,000 divided into ordinary shares, each having USD 1 values is highly suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders to issue in exchange shares.

Shares can be issued registered shares, ordinary or preference, redeemable shares and with or without par value. The minimum number of shares that must be issued is one. Bearer shares can be issued.

It is required that at least the amount of USD 1 be paid up, out of the companies authorised capital.

An IBC Company in Nevis can be incorporated within 3-5 working days, Nevis is considered to have one of the fastest registries worldwide.

Ready-made but unused IBC Companies are available in Nevis, in case you are in need of a quicker incorporation process.

A Nevis BC Company is not required to have economic substance in the jurisdiction, this means that the management and control of the BC Company can be conducted anywhere in the world. The BC Company is not required to rent an office or premises or have directors and employees located in Nevis.

The BC Company is not required to file to the public record its accounting records, nor is required that those accounts be audited. However, it is mandatory that a company prepares and keeps accounting records, showing the financial state of the company and they must be kept for at least five years after their preparation. Additionally, Nevis BC Companies must pay a government license fee every year.

Nevis BC Companies are subject to corporate income tax at the rate of 33%, regardless if it originates from a territorial or foreign source. While in the past there was an exemption from local taxes for companies registered by non-residents, this exemption has been lifted by the Nevis Business Corporation (Amendments) Ordinance, enacted in 2018. The exemption still applies to companies registered on or before December 31, 2018 which do not conduct any economic activity in Nevis. The amendments were enacted pursuant to Nevis’ Tax Governance Initiative subject to its obligations to EU COCG and OECD BEPS Inclusive Framework.

It is anticipated that the Nevis Island Administration will establish new provisions into the jurisdiction’s tax regime for corporations incorporated after 1 January 2019, providing tax exemption for corporations whose income is generated outside the jurisdiction.