Nevis BC incorporation checklist
If you are considering the incorporation of a Nevis BC Company, you should take into consideration the following points:
1 Director, 1 Shareholder Required, No Locals
Incorporation in 3-5 days
Legal System Based on Common Law
No Exchange Control Restrictions
No Filing of Financial Records, No Auditing
No Public Record for Directors and Shareholders
Protection Against Lawsuits
Under the Nevis Business Company Ordinance 1984 as amended in 2018, the Nevis Business Company (BC) is an independent legal entity, and the liability of its shareholders is limited to their corresponding share participation. The BC Company has the same capacity to engage in any business provided that it has lawful activity and is allowed by Articles of Incorporation.
1 Director, 1 Shareholder Required, No Locals
Incorporation in 3-5 days
Legal System Based on Common Law
No Exchange Control Restrictions
No Filing of Financial Records, No Auditing
No Public Record for Directors and Shareholders
Protection Against Lawsuits
Under the Nevis Limited Liability Company Ordinance as it was amended in 2018, the Nevis LLC Company is an independent legal personality and has the same capacity to engage in any business provided that the activity is allowed by the Laws of Nevis and its operating agreement. The operating agreement is the document that determines the rules regarding the structure and the management of the company, and it can be amended according to the shareholders’ needs. The shareholders liability, or members as they are called, is limited to the amount of capital paid to the company for their participation.
If you are considering the incorporation of a Nevis BC Company, you should take into consideration the following points:
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.
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If you are considering the incorporation of a Nevis LLC Company, you should check the following points:
It must not contain sensitive or inappropriate words which are prohibited by legislation. The following words are expressly prohibited unless a relevant license is obtained or the government’s consent: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Bank”, “Insurance”, “Fund” and “Investment Fund” any other words having similar meaning or any other word 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 Registrars 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 Liability Company”, “L.L.C.”, “LLC” etc.
A Nevis LLC Company is required to have a registered office address in Nevis which must be provided by an authorized registered agent in Nevis.
In Nevis, LLC Company directors are called managers, one manager is the minimum required, there is no requirement for them to be locals and there is no requirement regarding the place and frequency of board meetings. Corporate entities can be appointed as managers. The manager and shareholder can be the same person. The managers details are subject to filing, but they are not entered into a publicly accessible record.
The appointment of a secretary is not a requirement.
In Nevis, LLC Company shareholders are called members, one member is the minimum required and there is no maximum number, there is no requirement for them to be locals and corporate entities can be appointed as members. There is no requirement regarding the place and frequency of members general meetings.
The manager and member can be the same person. The managers details are subject to filing, but they are not entered into a publicly accessible record.
The beneficial owners’ 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.
Nevis LLC Companies are not required to issue shares. The members of an LLC Company are free to determine in the operating agreement the rules regarding the amount of capital paid to the company in exchange of their participation. Any amount may be set as the authorised capital and it can be de-nominated in any currency, though the US Dollar is mostly preferred and the amount of USD 10,000 is suggested.
No requirement is imposed on minimum paid up capital at incorporation, this means it is not required to set a deadline as to when such capital must be paid up by the members.
An LLC 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 LLC Companies are available in Nevis, if you are in need for a quicker incorporation process.
A Nevis LLC Company is not required to have economic substance in the jurisdiction, this means that the income generating activity of the LLC Company can be conducted anywhere in the world. The LLC Company is not required to rent office or premises or have employees located in Nevis.
The LLC 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 LLC Companies must pay government license fee every year.
Nevis LLC 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 Limited Liability (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.
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