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Economy Package |
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 £ 500.00 | Renewal fees from £325.00 | | |
 Nevis Offshore INC: Bearer shares are PERMITTED.
Nevis company incorporation normally takes 2 to 5 working days.
Search name availability for your Nevis NBCO.
Payment of first year's government fees.
No documents to sign.
Applicant appointed as company founding Director.
Applicant appointed as company Shareholder.
Company Shareholder & Director appointed electronically.
US$10,000.00 Authorised Share Capital.
Preparation & filing of Memorandum & Articles of Association at Registry.
Registered Agent & Registered Office fees for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation.
Printed bound copy of Memorandum & Articles of Association.
Minutes of the First Meeting of the Board of Directors.
Issuance of shares.
Register of Shareholders.
Register of Directors, Secretaries.
Renewal Fees (payable annually from the second year): Registered Address, Government fees.
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Premier Package |
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| £ 665.00 | Renewal fees from £491.00 | | |
Nevis Offshore INC: Bearer shares are PERMITTED.
Nevis company formation normally takes 2 to 5 working days.
Search name availability for your Nevis NBCO.
Payment of first year's government fees.
US$10,000.00 Authorised Share Capital.
Preparation & filing of Memorandum & Articles of Association at Registry.
Registered Agent & Registered Office fees for the first year.
WE PROVIDE A COMPANY NOMINEE DIRECTOR SERVICE for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation.
Printed bound copy of Memorandum & Articles of Association.
Minutes of the First Meeting of the Board of Directors.
Issuance of shares, Register of Shareholders, Directors and Secretaries.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Director.
Indemnity Letter to the Nominees.
General Power of Attorney.
An indemnity Letter for General Power of Attorney.
Renewal Fees (payable annually from the second year): Registered Address, Nominee Director, Government fees.
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Deluxe Package |
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| £ 775.00 | Renewal fees from £611.00 | | |
Nevis Offshore INC: Bearer shares are PERMITTED.
Nevis company registration normally takes 2 to 5 working days.
Search name availability for your Nevis NBCO.
Payment of first year's government fees.
US$10,000.00 Authorised Share Capital.
Preparation & filing of Memorandum & Articles of Association at Registry.
Registered Agent & Registered Office fees for the first year.
We provide a company Nominee Director for the first year.
We provide a company Nominee Shareholder for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation.
Printed bound copy of Memorandum & Articles of Association.
Minutes of the First Meeting of the Board of Directors.
Issuance of shares, Register of Shareholders, Directors and Secretaries.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Director.
Indemnity Letter to the Nominees, Declaration of Trust from the Nominee Shareholder.
General Power of Attorney.
An indemnity Letter for General Power of Attorney.
Renewal Fees (payable annually from the second year): Registered Address, Nominee Director and Shareholder, Government fees.
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The incorporation documents do not carry the name or identity of any shareholder.
The names or identities of these persons do not appear in any public record.
An IBC cannot trade within the Nevis Island or own real estate there.
Company subscribers may be resident outside the Nevis.
The company is required to have a registered office in the Nevis.
You must appoint a minimum of 1 director.
There is no maximum number of directors.
Directors can be corporate bodies or private individuals.
A director can be of any nationality.
There has to be at least one shareholder.
The names and address of shareholders are not available to the public.
Shareholder and director may be the same person.
There is no requirement for appointing local shareholder and director.
There is no requirement for a resident secretary.
There is no paid-in capital requirement.
The minimum paid in and issued capital may be one share which is fully paid.
Shares can be issued with or without par value.
Shares may be issued in any recognizable currency or in more than one recognizable currency.
NBCO records and accounts do not have to be held or filed with the authorities.
The registered agent must be a trust company registered in the Nevis.
Bearer shares are PERMITTED.
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| 1. A company incorporated in Nevis has the same powers as a natural person.
2. Normally the authorised share capital is either 1,000 no par value shares or US$100,000 par value shares.
3. The minimum issued capital is one share of no par value or one share of par value.
4. Classes of shares permitted: registered shares, bearer shares, preference shares, redeemable shares and shares with or without par value.
5. A Nevis offshore exempt company is exempt from local taxation.
6. The minimum number of directors is three if the number of shareholders is three. If fewer than three, the number of directors may be equal to the number of shareholders.
7. The directors may be natural persons or bodies corporate and may be of any nationality and need not be residents of Nevis.
8. A Nevis exempt company must appoint a company secretary, who may be a natural person or a body corporate may be of any nationality and need not be resident in Nevis.
9. The minimum number of shareholders is one.
10. English is the official and commercial language of the Island. Nevis enjoys a literacy rate of 96%, one of the highest in the Western Hemisphere.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@uk-ltd-formation.co.uk |
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- DEAR VISITORS, Welcome to Coddan online Nevis International Business Company (IBC) formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the Nevis jurisdiction and the powers granted to Nevis companies. We will guide you through the process of registering your company and establishing your registered identity. Complete and submit an IBC application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed company within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of Nevis IBC formation packages, offered by our company and to find above, what kind of service is included in this or that Nevis company incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Please read the following before you get started: 
 Nevis Executive Summary
Thank-you for visiting the website of Coddan. We hope that the site will be a valuable resource for clients and prospective clients who require up to date legal information in a quickly changing world. The decision of whom you choose to represent you is an important one. Please feel free to contact us with any questions you may have. We recognize that organising a corporation, partnership, or limited liability company can be a maze of paperwork and documentation. Let us help you in compiling and organising all the necessary documentation, and even assist you in deciding which business form would work best for you. The form of entity selected for the conduct of a business greatly impacts the daily operations of the business and the income tax consequences to both the business and its owners. Our services extend from the initial document preparation and filing with appropriate authorities, including post-formation activities such as preparation and adoption of By-laws and director/shareholder resolutions. Our lawyers have vast experience in dealing with many types of business entities, from start-up ventures to large corporations. Our lawyers assist start-up businesses in the choice of entity, whether corporation, limited liability company, general partnership, limited partnership, or limited liability partnership. Each of these entity choices offers its own unique set of advantages and disadvantages.
The key to setting up a successful business is properly defining the relationship among the owners. Our lawyers have experience in setting up these agreements, whether employment agreements, shareholder agreements, partnership agreements, or operating agreements.
St Kitts and Nevis are islands in the Caribbean Sea, total 261 sq km in area, population 40,000. The climate is tropical, tempered by constant sea breezes and there is little seasonal temperature variation. There can be hurricanes. The capital is Basseterre, on St Kitts. Bradshaw International Airport, near Basseterre, can handle large jets. There are now direct flights from New York, Philadelphia, Miami and Gatwick. St. Kitts became Britain's first colony in the West Indies with the founding of a settlement in 1623. The Federation of St Kitts and Nevis finally attained full political independence within the Commonwealth in 1983 and, in order to relieve the anxiety of Nevisvians, Nevis acquired autonomy within the Federation, together with its own Legislature and Cabinet. In 1998, a vote in Nevis on a referendum to separate from Saint Kitts fell short of the two-thirds majority needed. Unlike most other English speaking Caribbean jurisdictions, St Kitts and Nevis is neither a dependency, nor a crown colony of Britain, which appears to mean that it will not be subject to the EU's Savings Tax Directive.
The legal system is largely based on English Common Law, and appeal is to the Privy Council in London (shortly to be supplanted by the Caribbean Court of Appeal based in Trinidad and Tobago). Although sugar still dominates the agricultural sector, activities such as tourism, export-oriented manufacturing, and offshore banking have assumed larger roles in the economy. GDP was at best flat in 2002, but growth returned in 2003. The Federation's currency is the East Caribbean dollar, pegged at 2.7 to the US dollar. St Kitts and Nevis has offshore legislation as a Federation, but so does Nevis independently. On the whole, St Kitts focuses on attracting inward industrial and tourist investment, while Nevis concentrates more on offshore asset protection. Nevis has been particularly successful with its LLC (Limited Liability Company) legislation. In 2000, St Kitts and Nevis found itself on the OECD and FATF blacklists, but was removed from both after promising to tidy up legislative problems, which was done with a number on enactments in 2001-2003.
- Nevis Forms of Company
Within the Federation of St Kitts and Nevis, the island of Nevis has a considerable degree of autonomy, which it has used to establish offshore legislation which is different from that of the Federation. Enterprises in Nevis can therefore choose between Federation and Nevis forms, while enterprises in St Kitts can use only Federation forms.
Nevis Private Company Formation Package - £550.00. Private Company (St Kitts & Nevis). Private companies may be limited by shares or by guarantee, and are formed under the Companies Act 1996, which has effect in St. Kitts and Nevis. They have the following characteristics: a minimum of one shareholder is required and a maximum of 50 are permitted. Either registered or bearer shares may be issued. Bearer shares must be deposited with a regulated company in St. Kitts. Nominee shareholder service is available for registered shares. Fractional and Treasury shares are permitted, but shares cannot be sold at a discount except for commission payments. Public offers of shares may not be made. A private company must have at least one director. Every company must have a secretary and may have one or more assistant secretaries who, or each of whom, may be an individual or a body corporate.
Every company must hold an annual general meeting unless all the members of a private company agree in writing not too. No annual returns required. Certain words are prohibited in company names and the company's name must end in "Limited," "Corporation" or their abbreviations. All companies must have a registered office in the Federation to which communications and notices may be addressed; however a registered agent is not required. Every company must keep a register of members.
One or more persons associated for a lawful purpose can form a company by subscribing their names to a Memorandum of Association written in the English language. Incorporators either adopt model Articles or draw up their own Articles of Association. These documents are submitted to the Registrar of Companies along with payment of a 540 East Caribbean dollars ($200) registration fee, after which a certificate is issued. In its Memorandum, a company limited by shares must state the maximum number of shares that the company is authorized to issue and the share value, which can be expressed in any currency but may not be printed on share certificates. A company limited by guarantee must state in its Memorandum the number of members it proposes to register and the amount of the guarantee expressed in any currency. Since the doctrine of ultra vires has been abolished, a company has the capacity, rights, powers and privileges of an individual. Perpetuity options are a limited life-span (with the number of years specified) or an unlimited life span.
Nevis Public Company Formation Package - £550.00. Public Company (St Kitts & Nevis). A public company is one that has more than 50 members, and is permitted to make public offerings of its shares. It needs three directors, of whom a least two are not employed by the company or related companies. Assistant secretaries can be individuals or corporations. Members' meetings can be conducted by electronic means, as long as members can hear each other's voices. Public companies must hold an annual general meeting while members of private companies can agree to dispense with this. The first general meeting must take place within 18 months after incorporation. Shareholders holding one-tenth of shares and members of a company limited by guarantee who hold one-tenth of voting rights can demand that directors call a general meeting. If directors do not comply, those who requisitioned a meeting (or requisitions of the group holding one-half of voting rights) can call a meeting themselves. A quorum consists of a least two members present in person or by proxy (1) holding at least one-third of value of issued shares with voting rights; or (2) one-third of voting rights of a company limited by guarantee. Special resolutions require a two-thirds vote.
Nevis Exempt Private Company Formation Package - £550.00. Exempt Private Company (St Kitts & Nevis). An exempt private company is a private company (as above), which pays no income, capital gains, withholding, or stamp taxes as long as it conducts business exclusively with persons who are not resident in the Federation. An annual fee of US$200 is payable to the government on filing of the annual return. Although company details are kept on the public register, inspection of the register by persons who are not members or officers of the company is not permitted. The law makes clear that an exempt company does not lose its tax waivers because of certain activities within the Federation including signing contracts or concluding arrangements for employing residents, purchasing goods and services, and exercising other powers to carry on its business such as holding directors' and members' meetings, transacting banking and reinsurance business, and conducting securities transactions or serving as adviser to Federation residents who enjoy exempt status.
Nevis International Business Company Formation Package - £500.00. International Business Company (Nevis). This type of company is formed under the Nevis Business Corporation Ordinance, 1984 as amended, particularly in 2000, and is suitable for use as a holding company or an investment company. The legislation closely follows Delaware law and is useful to those familiar with this legislation. Characteristics of the IBC are as follows: nothing required to be maintained in the place of incorporation except the Registered Agent's details. Total tax exemption is automatically provided by law for IBC companies. No minimum capital required. Prior approval required of company name. Some words are sensitive e.g. Assurance, Bank, Trust etc. Must end 'Limited', 'Corporation', 'Incorporated', 'Societe Anonymne' , Gesellschaft mit beschraenkter Haftung or their abbreviations. Incorporation takes one or two days. Shelf companies are available. Capital duty is US$200 based on an authorised share capital of 1,000 shares at no par value or on $100,000 of par value shares. The minimum number of shareholders is one. Bearer shares and shares of no par value must be held by a custodian. The minimum number of directors is three, however, if there are fewer than three shareholders then there may also be fewer than three directors. A secretary is required who may be a company. There is no requirement for a registered office, but there must be a registered agent. Information available publicly consists of the articles of incorporation and the name of the registered agent. There is no requirement for the production or filing of accounts, and no annual return is required. Annual fees amount to US$200. IBCs do not have access to St Kitts and Nevis double tax treaties.
Nevis Limited Partnership Formation Package - £550.00. Limited Partnership (St Kitts & Nevis). At least one general and one limited partner are needed to form a limited partnership, under the Companies Act, 1996. The law allows a corporation to be a general or limited partner and permits one person to be simultaneously a general as well as a limited partner in the same limited partnership. Registration is a simple process of drawing up a declaration of formation of the limited partnership and delivering the document to the Registrar of Limited Partnerships accompanied by a $200 registration fee. The declaration, signed only by general partners, requires the name of the firm, term (if any) for which it is to exist (or, if for unlimited duration, a statement to that effect) and the general partner's names and addresses. The ongoing annual registration fee is US$100.
Contributions of a limited partner to the firm may be in money (expressed in any currency), other property, and services. A limited partner is not liable for the firm's debts and obligations unless he participates in the management of the partnership, which is the function of general partners. However limited partners have the right to vote on a number of matters affecting the partnership without losing their limited status. Divestiture of a limited partner's interest in the partnership requires consent of all members.
A limited partnership's name must end with the words "limited partnership" or its abbreviation (LP) and may only contain the name of general partners. The firm must maintain an office in the Federation, where a register of limited partners must be kept. Legal proceedings by or against a limited partnership may only identify a general partner as the instigator or target of the action. Accurate accounts reflecting the partnership's financial position must be kept but auditing is not required. Records can be kept in electronic form. A limited partnership may invite the public to acquire units of the partnership's assets after a prospectus has been approved by the Minister of Finance. If general partners drop out of the firm for any reason, the firm must be dissolved unless limited partners elect one or more general partners. The firm can be continued under the existing agreement or a subsequent agreement.
Nevis Exempt Limited Partnership Formation Package - £550.00. Exempt Limited Partnership (St Kitts And Nevis). A limited partnership can qualify for tax exemption if it refrains from doing business with Federation residents. Partners of an exempt limited partnership are not subject to income, capital gains, and withholding taxes. Furthermore, no estate, inheritance, succession or gift taxes have to be paid by any person regarding property owned by or securities created or issued by an exempt limited partnership. Also, stamp duties are not levied on any person with regard to transactions in securities issued or create in respect of an exempt limited partnership. The rules for allowing an exempt limited partnership to carry on some onshore activities are the same as for a corporation. The annual registration fee for an exempt limited partnership is US$200.
Nevis Limited Liability Company Formation Package - £500.00. Limited Liability Company (Nevis). Nevis LLCs are formed under the Nevis Limited Liability Company Ordinance, 1995, whose features include: no corporate tax, income tax, withholding tax, stamp tax, asset tax, exchange controls or other fees or taxes are levied on assets or income originating outside of Nevis; Members may be individuals or business entities of any nationality or domicile; there may be a single member. No annual or other reports are required. Foreign Limited Liability Companies or other business entities may re-domicile to Nevis. Limited Liability Companies may have limited life. The name of an LLC must end in one of the following: "Limited Liability Company", "LLC", "L.L.C.", "LC" or "L.C.". Shelf companies are available immediately; the formation of a company normally takes 2 to 4 working days.
Trusts (St Kitts And Nevis). The Trusts Act 1996 was a replacement for the 1961 Trustee Ordinance modelled after the 1925 English Trusts Act, and contains modern asset protection provisions. Trusts and their beneficiaries receive the same tax waivers as companies, with the similar proviso that all transactions must be confined to non-residents for the trust to enjoy exempt status. Trusts may have a protector but, with the exception of unit, spendthrift and charitable trusts, the protector needs acceptable professional qualifications. Both the settlor and trustees can be beneficiaries of a trust.
St Kitts and Nevis trusts are exempt from income, withholding, capital gains and stamp taxes as long as all transactions are confined to non-residents, and subject to a statutory declaration of exempt status accompanied by an annual registration fee of US$200.
Section XV of the Act makes it clear that beneficiaries do not lose their exemption if trustees are active in the Federation owning or leasing property for an office or residences for beneficiaries, holding meetings, conducting banking, signing employment contracts, and arranging for goods and services.
Every trust must maintain an office in the Federation for service of papers. At least two trustees must be appointed, unless one trustee is a corporation or only one trustee was originally appointed under previous legislation. One trustee must either be a Federation resident or carry on business from an office within the Federation. Trustees' duties include registering the trust with the Registrar of Trusts (who may also be the Registrar of Companies). Trusts do not have to be audited, unless trust terms call for this. The annual statement filed by trustees need not include any financial information. Strict confidentiality rules for trustees prevail. In response to a written request, trustees may in a "reasonable time" provide information about the trust's financial situation and management to the Eastern Caribbean Supreme Court, Government inspectors, and, subject to the terms of the trust, the settlor, protector, a beneficiary, and a charitable beneficiary. Every non-charitable trust is restricted to a 100-year life span. No restriction is imposed on charitable trusts. Trust terms should specify how long the trust might accumulate income.
Asset protection provisions, covered in Part V of the Act dealing with a settlor's rights and responsibilities and applicable to all trust, shield the settlor against forced heirship, compulsory division of matrimonial property, and creditors' suits. A creditor who wants to bring a court action against trust property must first purchase a 25,000 East Caribbean dollars ($9,250) bond from a Federation financial institution and deposit it with the Minister of Finance to cover all costs should the action prove unsuccessful. The proper law of the trust is the law of the jurisdiction expressed by the trust's terms as the proper law; or, failing that, implied from the trust's terms; or failing either, the jurisdiction with which the trust at the time it was created had the closest connection.
For the international investor, Nevis's advantages include: good financial supervision and regulation. Government very committed to supporting international financial activities. True independence. Trust and company law based on principles of English Common Law. Fast and inexpensive company and trust formation and registration. Low overall administrative costs. No Nevis estate or gift taxes. No Nevis capital gains taxes. No Nevis income tax for non-resident individuals and companies. For persons who desire a basic income tax-neutral offshore asset protection and investment vehicle, we have developed a very flexible, modular offshore asset protection structure. This structure is particularly well suited to hold and protect cash, marketable securities, closely held business interests, receivables, and other personal property interests. With additional planning, it is also possible to protect real property within this structure.
This basic offshore asset protection and investment structure: provides a high degree of asset protection, along with other significant advantages, including: the opportunity for truly diversified investing in global markets otherwise closed to U.S. and U.K. investors; facilitation of the transfer of wealth to other family members while avoiding the hazards and restrictions of other forms of co-ownership; consolidation of management of family assets; ease of liquidation; restrictions on the access of non-family members (ex-spouses, etc.) to family assets; investment flexibility without the restrictions placed on trustee-directed investments, such as prudent investor rules. Is income tax neutral, i.e., you will pay no more or no less tax than you would without the structure, and is intended to be fully disclosed to Internal Revenue Service, although it is designed to legally minimize required foreign entity information reporting. Can be designed to provide estate tax advantages in the same manner as a U.S. family limited partnership or family limited liability company (LLC). Contains significant disincentives for future creditors designed to discourage a creditor attack. Provides privacy, but does not rely on secrecy for its effectiveness. Is very flexible and is designed so that it is easy to add assets or additional asset protection modules (such as additional domestic or offshore LLCs, IBCs or trusts) to the structure. Is designed so that partial or total liquidation is quick and easy. Is easy to operate; and can be formed and capitalized very quickly.
The lynchpin in the structure is an offshore limited liability company (LLC), most often formed in Nevis. An International Business Company (IBC), most often formed in the BVI or Seychelles, is formed to serve as the manager of the LLC. Ownership of the managing IBC is structured according to the client's individual needs. Ideally, the IBC shares will be held by a Panamanian Private Foundation. The proper use of a Foundation in this capacity does not present the sorts of problems often raised by the use of offshore self-settled spendthrift asset protection trusts.
This structure is very flexible and is modular; additional features may be added with relative ease to segregate and protect various classes of assets. Additional LLC business identity services (mail, phone, fax, and e-mail) can be provided for a small annual fee.
This basic asset protection and investment structure is entirely legal, and is designed to be fully disclosed to the IRS (or UK IR). The structure will generally be treated no differently than U.S. structures for tax purposes, although there may be foreign entity and/or foreign trust information reporting requirements (which for most clients are less onerous than is often described). While the structure may open up tax-advantaged offshore investment opportunities for its owners, such as offshore variable life insurance and offshore variable annuities, there are no income tax advantages particular to this basic asset protection structure. The structure is designed to provide simple pass-through taxation.
- Coddan Offers Nevis Offshore Company Formations From - £500.00
Coddan offers registration of IBCs, formation of LLCs under the Nevis Limited Liability Company Ordinance 1995, company re-domiciliation, management and administration of companies after incorporation. Acting as registered agent and provision of registered office, registration of offshore trust and provision of trust services under the Nevis International Exempt Trust Ordinance 1994 as amended.
Over many years, the business of our team has been built with our clients on the basis of mutual trust and performance. Our clients are spread across the globe and rely upon us to advise them as to the most advantageous and secure jurisdiction from which to base such investments.
Although many jurisdictions offer comparable characteristics for offshore IBC domiciliation, we feel that Nevis, Seychelles and Panama offer the best overall for their wide flexibility. Since we recommend to all our clients that they use a multi-jurisdictional approach and since we strongly recommend the use of a Panamanian Private Interest Foundation to own and hold the shares of the offshore IBC, inevitably we recommend the Nevis NBCO (or LLC). We feel there is great safety in using two separate jurisdictions rather then setting up both entities in Panama, even though the Panamanian corporation is clearly as a superior vehicle as the Nevis corporation or LLC.
All of the affairs of a International Business Company are private and cannot be disclosed except under truly extraordinary circumstances. The only document that needs to be filed with the government is the annual corporate license and this contains minimal information. There is no requirement than an annual report or annual financial return be disclosed to the government. Nevis does not require any government inspection of your NBCO's (IBC's) financial or business records.
Unlike most onshore jurisdictions, Nevis permits an International Business Company to issue either registered shares or bearer shares or both. While the owner of a registered share is recorded on the books of the company, there is no recording requirement for a bearer share. Whoever has possession of the share is automatically deemed to be the owner absent a strong showing of fraud. A good example of a bearer instrument is cash! If you have it, then it is deemed to belong to you. Possession is at least nine-tenths of the law where bearer instruments are concerned. Thus Nevisian corporate ownership can remain completely anonymous via the use of bearer shares. Bearer shares can be issued to a nominee who assigns them to the owners and ownership is completely private.
Any corporation which does no business in Nevis shall not be subject to any corporate tax, income tax, withholding tax, stamp tax, asset tax, exchange controls, or other fees or taxes based upon or measured by assets or income originating outside of Nevis or in connection with other activities outside of Nevis or in connection with matters of corporate administration which may occur in Nevis, except fees on filing articles of incorporation and other documents and annual registration fee. An offshore entrepreneur or investor seeking a finely tuned common law regime with outstanding confidentiality and asset protection features may consider Nevis "zero tax vehicles" as the best choice.
Advantages of Incorporating in Nevis: all profits of an offshore company that are derived from outside the island are tax-exempt. (Article 123.1). Shares can be issued registered or bearer (Article 31.1). Directors can be individuals as well as business entities (Article 44.1). Meetings of the board, regular or special, may be held at any place within or without Nevis (Article 52.1). Meetings of shareholders may be held at such place, either within or without Nevis (Article 60.1).
The Nevis NBCO (IBC) or Nevis LLC formation and registration process is quick and easy. For most companies the documentation is simple and brief and the official review and approval at Companies Registrar are completed in approximately 24 hours. To this must be added our own management and processing time plus any time spent in finding a suitable company name, plus of course any delays in the postal or courier transmission of application forms.
- Nevis NBCO (IBC) Formations
Privacy is often essential to risk planning. Our clients typically seek confidentiality in their affairs to protect assets from disasters, unwarranted third party interference, and to reduce an ever-growing burden of unnecessary disclosure. Privacy is guaranteed under law. A Nevis offshore company is called an Nevis Offshore Exempt Corporation or "NBCO" and it is tax exempt in Nevis on all income earned from anywhere outside of Nevis. An NBCO does not file annual returns. Corporate records may be kept anywhere and Annual General Meetings and/or meetings of the Board of Directors may be held anywhere in the world.
The Ordinance regulates registration and functioning of Nevis offshore tax-exempt company. The legislation is routinely updated to ensure that it remains progressive and therefore remains contemporary. Company registration under the act is a simple process. A company may be incorporated to conduct any lawful business and there the incorporation instrument is not required to contain a purposes clause. Companies registered in Nevis are required to maintain a registered office and a registered agent at all times. The office of the registered agent may act as the office of the company. An offshore company allows for minimum reporting requirements and for maximum privacy conditions. An offshore company may not trade or own real estate within the island. It is also prohibited to get engaged in banking, insurance, investment fund management, and other activities associated with those industries.
- Nevis Registered Agent Service
A corporation shall at all times have a registered agent in St. Christopher and Nevis (Article 17.1). Only a barrister or solicitor admitted to practice in St. Christopher and Nevis or a corporation having a paid-in capital of at least $500,000.00 may act as registered agent. No barrister or solicitor or corporation shall act as registered agent unless first licensed by the Minister. The original application for licensing shall be in the prescribed form and accompanied by the prescribed fee and there shall be an annual fee payable in January of each year (Article 17.7, 8).
- Who May Incorporate a NBCO?
Any person, partnership, association or corporation, singly or jointly with others, and without regard to his or their residence, domicile, or jurisdiction of incorporation, may incorporate or organize a corporation (Article 21).
- NBCO (Nevis Business Corporation) Name
The name of a corporation: Shall contain the word "corporation", "incorporated", company", or "limited" or other words or an abbreviation of one of such or other words as will clearly indicate that it is a corporation as distinguished from a natural person or partnership; and shall not be the same as the name of a corporation of any type or kind, as such name appears on the index of names of existing corporations or companies or on the reserved name list maintained by the Registrar of Companies or a name so similar to any such name as to tend to confuse or deceive (Article 22.1). The corporate name may be in another language if written in English letters or characters (Article 4.2). Any person, natural or corporate, or any agent thereof may reserve a name (Article 24.1).
- Organization Meeting
Within a reasonable time after the filing of the articles of incorporation, an organization meeting shall be held either within or without Nevis. The said organization meeting shall be held, in person or by proxy, by the initial directors named in the articles of incorporation or by the incorporator or incorporators or their transferees. The purpose of the meeting shall be to adopt bylaws, transact such business as may come before the meeting, do such acts to perfect the organization of the corporation as are deemed appropriate and, if the initial directors are not named in the articles of incorporation, elect directors to serve or hold office until the first annual meeting of shareholders or until their successors are elected and qualify (Article 29.1).
- NBCO Shares
Every corporation shall have power to issue the number of shares stated in its articles of incorporation. Such shares may be of one or more classes or one or more series within any class thereof, any or all of which classes may be of shares with par value or shares without par value, and may be registered or bearer shares, with such voting powers, full or limited, or without voting powers and in such series and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall be stated in the articles of incorporation or in the resolution providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation (Article 31.1). A corporation may issue fractional shares (Article 31.4).
A restriction on the transfer of shares of a corporation may be imposed either by the articles of incorporation or by the bylaws or by an agreement among any number of shareholders or among such shareholders and the corporation. No restriction so imposed shall be binding with respect to shares issued prior to the adoption of the restriction unless the holders of such shares are parties to an agreement or voted in favor of the restriction. Any restriction, which absolutely prohibits the transfer of shares, shall be null and void (Article 32.1).
A subscription for shares of a corporation to be organized shall be irrevocable for a period of six months from its date unless otherwise provided by the terms of the subscription agreement or unless all of the subscribers consent to the revocation of such subscription (Article 31.1). Unless otherwise provided in the subscription agreement, the board of directors, whether made before or after the organisation of a corporation, shall be paid in full at such time, or in such instalments and at such times, as shall determine subscriptions for shares (Article 31.3).
Consideration for the issue of shares shall consist of money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof (Article 34.1). Neither obligations of the subscriber for future payments nor future service shall constitute payment or part payment for shares of a corporation (Article 35.1). When the consideration for shares has been paid in full, the subscriber shall be entitled to all rights and privileges of a holder of such shares and to a certificate representing his shares, and such shares shall be deemed fully paid and non-assessable (Article 35.3).
- Nevis NBCO Stated Capital
Upon issue by a corporation of shares with a par value not in excess of the authorized shares, the consideration received therefore shall constitute stated capital to the extent of the par value of such shares, and the excess, if any, of such consideration shall constitute surplus (Article 37.1). Upon issue by a corporation of shares without par value not in excess of the authorized shares, the entire consideration received therefore shall constitute stated capital unless the board within a period of sixty days after issue allocates to surplus a portion, but not all, of the consideration received for such shares. No such allocation shall be made of any portion of the consideration received for shares without par value having a preference in the assets of the corporation upon involuntary liquidation except all or part of the amount, if any, of such consideration in excess of such preference, nor shall such allocation be made of any portion of the consideration for the issue of shares without par value which is fixed by the shareholders pursuant to a right reserved in the articles of incorporation unless such allocation is authorized by vote of the shareholders (Article 37.2).
Except as otherwise provided in the articles of incorporation, the board may at any time reduce the stated capital of a corporation by eliminating from stated capital amounts previously transferred by the board from surplus to stated capital and not allocated to any designated class or series of shares, or by eliminating any amount of stated capital represented by issued shares having a par value to the extent that the stated capital exceeds the aggregate par value of such shares, or by reducing the amount of stated capital represented by issued shares without par value (Article 43.1). No reduction of stated capital shall be made unless after such reduction the stated capital exceeds the aggregate preferential amounts payable upon involuntary liquidation upon all issued shares having preferential rights in the assets plus the par value of all other issued shares with par value (Article 43.2).
- Dividends
A corporation may declare and pay dividends in cash, stock or other property on its outstanding shares, except when currently the corporation is insolvent or would thereby be made insolvent or when the declaration or payment would be contrary to any restrictions contained in the articles of incorporation. Dividends may be declared and paid out of surplus only; but incase there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year (Article 39.1). A corporation may make pro rata distribution of its authorized but not issued shares to holders of any class or series of its outstanding shares subject (Article 40.1).
- Nevis NBCO Directors
Subject to limitations of the articles of incorporation and of this Ordinance as to action, which shall be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of every corporation shall be managed by, a board of directors (Article 44.1). The articles of incorporation may prescribe special qualifications for directors. Unless otherwise provided in the articles of incorporation, directors may be natural persons, or corporations, of any nationality and need not be residents of Nevis or shareholders of the corporation. Alternate or substitute directors may be appointed provided that the terms and conditions under which such appointments shall be made are set forth in the articles of incorporation or bylaws (Article 45).
The number of directors constituting the entire board shall not be less than three, except that where all the shares of a corporation are held by fewer than three shareholders, the number of directors may be fewer than three but not fewer than the number of shareholders. Subject to such limitations, such number may be fixed by the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. If not otherwise fixed under this section, the number shall be three (Article 46.1). At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting except as otherwise provided in this Ordinance or in the articles of incorporation. The articles of incorporation may provide for the election of one or more directors by the holders of the shares of any class or series (Article 47.1).
- Nevis NBCO Officers
Every corporation shall have a president and treasurer; or a managing director and a secretary, who shall each be appointed by the board or in the manner directed by the articles of incorporation or the bylaws. Such other officers shall be appointed as are required by the articles or the bylaws or as the board may determine are desirable or necessary to carry on the business of the corporation. All officers shall be natural persons except the secretary, which may be a corporation (Article 58.1). Officers may be of any nationality and need not be residents of Nevis (Article 58.8). Any two or more offices may be held by the same person unless the articles of incorporation or bylaws otherwise provide (Article 58.5).
- Corporate Records and Reports
Every corporation shall keep correct and complete books and records of account and shall keep minutes of all meetings of shareholders, of actions taken on consent by shareholders, of all meetings of the board of directors, of actions taken on consent by directors and of meetings of the executive committee, if any (Article 76.1). Every corporation formed under this Ordinance shall keep a record containing the names and addresses of all registered shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. In addition, any such corporation, which issues bearer shares, shall maintain a record of all certificates issued in bearer form, including the number, class and dates of issuance of such certificates (Article 76.2).
Any shareholder or holder of a voting trust certificate, in person or by attorney or other agent, may, during the usual hours of business, inspect, for a purpose reasonably related to his interests as a shareholder, or as the holder of a voting trust certificate, and make copies or extracts from the share register, books of account, and minutes of all proceedings (Article 77.1). Every director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation, domestic or foreign. Of which he is a director, and also of its subsidiary corporations. Such inspection by a director may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts (Article 78).
The Nevis incorporation process is streamlined and fast. Nevis has a re-domiciling section in their statutes. You can bring a Panamanian or British company into Nevis and it will keep its original name, its date of original formation, and will its original name, its date of original formation, and will have a certain amount of time to bring its Articles of Confederation into conformity. Nevis legal system, like many other English-speaking islands, is based on Delaware law, thus the Articles and By-laws / Operating Agreement are easily transformed.
Nevis Business Corporation Advantages: total confidentiality and anonymity. No requirement to disclose beneficial ownership; no requirement to file annual reports of a financial nature or otherwise; bearer shares permitted. Full exemption from all forms of Nevis taxation. Simple and speedy Incorporation process. Facsimile filings are permitted. No minimum capitalization requirement before commencing business. Complete freedom from currency regulations and exchange controls. Inexpensive incorporation charges and annual maintenance fees.
The Nevis Business Corporation Ordinance 1984, as amended, is drafted so that companies formed pursuant to it have the following features: a minimum of one shareholder. Shares may be registered or bearer. No par value shares are permitted. A minimum of one director, which may be a corporate entity. An annual general meeting must be held each year. No restriction as to the location of meetings. Limited information available on the public record. No requirement to prepare or file annual financial statements. No requirement to disclose beneficial owner to the local authorities. Quick incorporation. No taxation other than a fixed fee of US$220 per annum payable to the Nevis Government. No minimum or maximum capital requirements. The company name may be in any language.
- Important Features of the Nevis Business Corporation Ordinance 1984
No taxes are levied in Nevis upon income, dividends or distributions of a Nevis company which are not earned on the island. Corporate financial returns need not be filed in Nevis. Shareholders, directors and officers may be of any nationality and reside anywhere. No annual or other reports by the shareholders or directors are required to be filed in the public records of Nevis; changes of shareholders, directors or officers need not be reported to the Registrar of Companies in Nevis. Shares may be in registered or bearer form. Shares with par value may be denominated in any currency. A Managing Director may be appointed to guide the corporation's activities. The Corporate Secretary may be a corporation or an individual. Companies may serve as directors. Alternate or substitute directors may be appointed.
Shareholders and directors may act by unanimous consent, without a meeting. Shareholders and directors may issue proxies in writing or by fax. The company's records and its principal office may be located anywhere. Nevis companies may amend their Articles of Incorporation, merge or consolidate with foreign corporations or other Nevis corporations, or file Articles of Dissolution in accordance with liberal provisions contained in the Ordinance. Any corporation formed in another jurisdiction may re-domicile on Nevis pursuant to certain easily followed provisions set forth in the Ordinance. Upon request, Beaumont Corporation will be pleased to furnish samples of forms necessary to effect such a re-dom
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