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Economy Package |
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 £ 500.00 | Renewal fees from £325.00 | | |
 Nevis LLC formations normally takes 2 to 5 working days.
Search name availability for your Nevis LLC.
Payment of first year's government fees.
No documents to sign.
Applicant appointed as company founding Member.
Company Members appointed electronically.
US$1,000.00 Authorised Capital.
Preparation & filing of Articles of Organization at Registry.
Registered Agent & Registered Office fees for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation, Articles of Organization.
Printed bound copy of Operating Agreement.
Minutes of the First Meeting of the Board of Members.
Renewal Fees (payable annually from the second year): Registered Address, Government fees.
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Premier Package |
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| £ 677.00 | Renewal fees from £502.00 | | |
Offshore Nevis LLC incorporation normally takes 2 to 5 working days.
Search name availability for your Nevis LLC.
Payment of first year's government fees.
No documents to sign.
WE PROVIDE A COMPANY NOMINEE MEMBER SERVICE for the first year.
LLC Members appointed electronically.
US$1,000.00 Authorised Capital.
Preparation & filing of Articles of Organization at Registry.
Registered Agent & Registered Office fees for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation, Articles of Organization.
Printed bound copy of Operating Agreement.
Minutes of the First Meeting of the Board of Members.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Nominee Member, Transfer of Membership Form.
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 Member, Government fees.
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Deluxe Package |
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| £ 829.00 | Renewal fees from £654.00 | | |
Nevis LLC registration normally takes 2 to 5 working days.
Search name availability for your Nevis LLC.
Payment of first year's government fees.
No documents to sign.
We provide a company Nominee Member and Nominee Operating Manager service for the first year.
LLC Members appointed electronically.
US$1,000.00 Authorised Capital.
Preparation & filing of Articles of Organization at Registry.
Registered Agent & Registered Office fees for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation, Articles of Organization.
Printed bound copy of Operating Agreement.
Minutes of the First Meeting of the Board of Members.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Nominee Member, Transfer of Membership Form.
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 Member, Government fees.
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| Registration Legal Requirements | | |
Nevis LLC subscribers may be residents outside the Nevis
A LLC may be organized by one person.
The organizer need not be a natural person, nor a member.
You must appoint a minimum of 1 member.
Members can be corporate bodies or private individuals.
A member can be of any nationality.
The owners are called members.
An LLC can have an unlimited number of members (owners).
While the Nevis Act permits a Nevis LLC to be managed by its members, it does not require members to be managers.
A limited liability company may be either member-managed or manager- managed.
The members direct the management of the LLC unless a manager is named.
The income of a limited liability company passes through to its members, who report the income on their personal tax returns.
LLCs are allowed to have subsidiaries without restriction.
The names and address of members are not available to the public.
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(click here for other packages)
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| 1. None of the owners are exposed to personal liability.
2. Limited Liability Companies provide a mechanism by which managers can limit the authority of non-managing members.
3. Limited Liability Companies face no stock limitations and can issue preferred interests analogous to preferred stock of corporations.
4. Limited Liability Companies can be used for international finance and investment, real estate holding, estate planning, asset protection, professional practices, and joint ventures.
5. 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 the island.
6. Members of an L.L.C. may be individuals or business entities of any nationality, and they do not have to file annual or other reports in the Public Records of Nevis.
7. Members of Limited Liability Companies may assign their interest to other parties unless restricted otherwise.
8. Management of L.L.C.'s may be accomplished by the members or by managers designated by the members, and company records may be located anywhere in the world.
9. The owners can participate in management without becoming personally liable for the company's debts.
10. The ownership of a L.L.C. has no limitations.
 +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 Limited Liability Company (LLC) 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 LLC application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed Limited Liability 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 LLC formation packages, offered by our company and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the Nevis limited liability 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.
 Form Of Instruments; Filing.
Whenever any provision of Nevis LLC Ordinance requires any instrument to be filed with the Registrar of Companies, such instrument shall comply with the provisions of this Part unless otherwise expressly provided by law. Every instrument referenced herein, filed or required to be filed, shall be in the English language, except that the corporate name may be in another language if written in English letters or characters.
All instruments shall be signed by at least one manager duly authorized by the limited liability company to sign such instruments on behalf of the company, or such other person duly delegated such authority by the manager or managers in whom such authority resides. Whenever any provision of Nevis LLC Ordinance requires an instrument to be acknowledged, such requirement means in the case of execution of an instrument within Nevis that: the person signing the instrument shall acknowledge that it is his act and deed or that it is the act and deed of the limited liability company, as the case may be; and the instrument shall be acknowledged before a notary public, commissioner for oaths or other person authorized to take acknowledgments, who shall attest that he knows the person making the acknowledgment to be the person who executed the instrument.
In the case of the execution of an instrument outside of Nevis, an acknowledgment shall mean; the person signing the instrument shall acknowledge that it is his act and deed or that it is the act and deed of the limited liability company, as the case may be; and the instrument shall be acknowledged before a notary public or any other person authorized to take acknowledgments according to the laws of the place of execution, or a consul or vice-consul of St. Christopher and Nevis or other governmental official of St. Christopher and Nevis authorized to take acknowledgments or, in their absence, a consular official of another government having diplomatic relations with St. Christopher and Nevis, and such notary, person, consul or vice-consul shall attest that he knows the person making the acknowledgment to be the person who executed the instrument; and when the acknowledgment shall be taken by a notary public or any other person authorized to take acknowledgments, except a governmental official of St. Christopher or Nevis or foreign consular official, the signature of such person who has authority shall be attested to by a consul or vice-consul of the Federation of St. Christopher and Nevis or, in his absence, by a consular official of another government having diplomatic relation with St. Christopher and Nevis or a government official of the place of execution who is authorized to make such attestation, or an Apostille according to the Convention de la Haye 5 Octobre 1961.
Whenever any provision of Nevis LLC Ordinance requires any instrument to be filed with the Registrar of Companies, such requirement means that: an appropriate receipt evidencing payment of all appropriate fees shall be delivered to the office of the Registrar of Companies and, within ten days of the date of the receipt, the original instrument together with a duplicate instrument, both signed and acknowledged; upon delivery of the original signed and acknowledged instrument with the required receipt and an exact signed and acknowledged copy the Registrar of Companies shall certify that the instrument has been filed in his office by endorsing the word “Filed” and the date of the required receipt upon the original instrument. Said date shall be the filing date; the Registrar of Companies shall compare the duplicate signed and acknowledged copy with the original signed and acknowledged instrument, and if he finds that the text is identical shall affix on the duplicate copy the same endorsement of filing as he affixed on the original. The said original, as endorsed shall be returned to the limited liability company. The endorsement constitutes the certificate of the Registrar of Companies that the document is a true copy of the instrument filed in his office and that it was filed as of the date stated in the endorsement; and any instrument filed in accordance with this subsection shall be effective as of the filing date stated thereon.
Any instrument relating to a domestic or foreign limited liability company and filed with the Registrar of Companies under Nevis LLC Ordinance may be corrected with respect to any error apparent on the face or defect in the execution thereof by filing with the Registrar of Companies a certificate of correction, executed and acknowledged in the manner required for the original instrument. The certificate of correction shall specify the error or defect to be corrected and shall set forth the portion of the instrument in correct form. The corrected instrument when filed shall be effective as of the date the original instrument was filed.
- Certificates or Certified Copies as Evidence.
All certificates issued by the Registrar of Companies in accordance with the provisions of Nevis LLC Ordinance and all copies of documents filed in his office in accordance with the provisions of Nevis LLC Ordinance shall, when certified by him, be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated and of the execution of such instruments.
- Waiver Of Notice.
Whenever any notice is required to be given to any member or manager of a limited liability company or to any other person under the provisions of Nevis LLC Ordinance or the operating agreement of the limited liability company, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed to be equivalent to the giving of such notice.
- Notice To Members.
Any notice or information required to be given to members shall be provided in the manner designated in the limited liability company's operating agreement or, if the notice can no longer be provided as stated therein, the notice shall be published in a publication of general circulation in Nevis or in a place where the limited liability company has a place of business. Any notice requiring a shareholder to take action in order to secure a right or privilege shall be published or given in time to allow a reasonable opportunity for such action to be taken.
- Information And Records.
Each member of a limited liability company has the right, at his own expense and subject to such reasonable standards (including standards governing what information and documents are to be furnished) as may be set forth in the operating agreement or otherwise established by the managers, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company such information and records as the limited liability company may maintain.
Each manager shall have the right to examine all of the information for a purpose reasonably related to his position as a manager. The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or which the limited liability company is required by law or by agreement with a third party to keep confidential.
Any demand by a member under this section shall be in writing and shall state the purpose of such demand. Any action to enforce any right arising under this section shall be brought in the High Court. Failure of the limited liability company to keep or maintain records shall not be grounds for imposing liability on any manager, officer, member or agent of the limited liability company for debts, obligations and liabilities of the limited liability company.
- Purposes.
Limited liability companies may be organized under Nevis LLC Ordinance for any lawful business purpose or 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.
- General Powers.
Subject to any limitations provided in Nevis LLC Ordinance or any other law of Nevis or its articles of organization or operating agreement, every limited liability company shall have the same powers as an individual to do all things necessary or convenient in furtherance of its purposes irrespective of company benefit and whether or not enumerated in its articles.
- Registered Agent For Service Of Process.
A limited liability company subject to Nevis LLC Ordinance shall at all times have a registered agent in St. Christopher and Nevis. A limited liability company, which fails to maintain a registered agent in St. Christopher and Nevis, shall be in contravention of Nevis LLC Ordinance.
Service of process on a registered agent may be made by registered mail addressed to the registered agent or any other manner provided by law for the service of summons as if the registered agent were a defendant. Any registered agent of a limited liability company may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Registrar of Companies, who shall cause a copy thereof to be sent by registered mail to the limited liability company at the address of the office of the company or, if none, at the last known address of a person at whose request the limited liability company was formed. No designation of a new registered agent shall be accepted for filing unless all charges owing to the former agent shall have been paid.
A designation of a registered agent under this section may be made, revoked, or changed by the limited liability company by filing an appropriate notification with the Registrar of Companies. The designation of a registered agent shall terminate upon the expiration of thirty days written notice of resignation directed to the limited liability company and the filing of a copy of said notice of resignation with the Registrar of Companies; or sooner if a successor agent is designated.
A registered agent, when served process, notice or demand for the limited liability company which he represents, shall transmit the same to the limited liability company by personal notification or in the following manner: upon receipt of the process, notice or demand, the registered agent shall cause a copy of such paper to be mailed to the limited liability company named therein at its last known address. Such mailing shall be by registered mail. As soon thereafter as possible if process was issued in Nevis, the registered agent may file with the clerk of the court issuing the process either the receipt of such registered mailing or an affidavit stating that such mailing has been made, signed by the registered agent, or if the agent is a corporation, by a properly designated member or manager of the same, properly notarized. Compliance with the provisions of this section shall relieve the registered agent from any further obligation to the limited liability company for service of the process, notice or demand, but the agent's failure to comply with the provisions of this section shall in no way affect the validity of the process, notice or demand.
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.
- Registrar Of Companies Or His Appointee As Agent For Process.
Whenever a limited liability company subject to Nevis LLC Ordinance fails to maintain a registered agent in Nevis, or whenever said registered agent cannot with reasonable diligence be found at his business address, then the Registrar of Companies or his appointee shall be an agent of such limited liability company upon whom any process or notice or demand required or permitted by law to be served may be served.
Service on the Registrar of Companies or his appointee as agent of a limited liability company shall be made by personally delivering to and leaving with him or his deputy or with any person authorized by the Registrar of Companies to receive such service, at the office of the Registrar of Companies, duplicate copies of such process together with the statutory fee. The Registrar of Companies or his appointee shall promptly send one of such copies by registered mail, return receipt requested, to such limited liability company at the business address of its registered agent, or if there is no such office, then the Registrar of Companies or his appointee shall mail such copy in care of any member or manager named in the articles of organization at his address stated therein or at the address of the limited liability company without Nevis, or if none, at the last known address of a person at whose request the limited liability company was formed or in any other manner permitted by law.
- Records And Certificates Of Registrar Of Companies.
The Registrar of Companies shall keep a record of each process served upon the Registrar of Companies or his appointee under this part, including the date of service. It shall, upon request made within five years of such service, issue a certificate under its seal certifying as to the receipt of the process by an authorized person, the date and place of such service, and the receipt of the statutory fee.
- Effect Of Organization.
A limited liability company shall be a legal entity with separate rights and liabilities, distinct from its members or managers. Any estate or interest in property may be acquired, held and conveyed in the name of the limited liability company and title to any estate or interest so acquired vests in the limited liability company.
- Liability To Third Parties.
The limited liability company shall be solely liable for its own debts, obligations and liabilities. Notwithstanding any other law, unless liability for limited liability company debts, obligations or liabilities has been assumed by the person against whom liability is asserted by such person, no manager, officer, member, employee or agent of a limited liability company, or other person, shall be liable for limited liability company debts, obligations or liabilities, whether arising in contract, tort or otherwise, solely by reason of being a manager, officer, member, employee or agent of the limited liability company; or the acts or omissions of any other manager, officer, member, employee or agent of the limited liability company. The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company.
Any or all members may assume liability for any or all debts and obligations of the limited liability company. Nothing in this section shall be interpreted as limiting the criminal liability of any person under any criminal statute.
- Limited Liability Company As Proper Party To Action.
The limited liability company shall be a proper plaintiff in a suit to assert a legal right of the limited liability company and a proper defendant in a suit to assert a legal right against the limited liability company; and the naming of a member, manager or employee of the limited liability company as a party to a suit in Nevis or elsewhere to represent the limited liability company is subject to a motion to dismiss if such party is the sole party to sue or defend, or subject to a motion for misjoinder if such party is joined with another party who is a proper party and has been joined only to represent the limited liability company.
- Formation.
One or more persons, without regard to his, their or its residence, domicile, or jurisdiction of organization, may form a limited liability company under Nevis LLC Ordinance by signing and filing articles of organization with the Registrar of Companies. Such person or persons need not be a member or members of the limited liability company at the time of formation or after formation.
- Duration.
A limited liability company formed under Nevis LLC Ordinance shall have such duration, if any, as shall be stated.
- Company Name.
The name of a limited liability company shall contain the words “limited liability company” or the abbreviation “LLC”, “L.L.C.”, “LC” or “L.C.”, and shall not be the same as the name of a limited liability company or of any other company of any type or kind, as such name appears on the index of names of existing limited liability companies 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. A limited liability company with which another limited liability company, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign limited liability companies, or upon a sale, lease or other disposition to or exchange with, a domestic limited liability company of all or substantially all the assets of another domestic limited liability company, including its name, from having the same name as any of such limited liability companies if at the time such other limited liability company was existing under the laws of Nevis.
- Register Of Names.
The Registrar of Companies shall keep an alphabetical index of all reserved names and those of all limited liability companies subject to Nevis LLC Ordinance together with those other names required to be kept by the Registrar of Companies by law.
- Contents Of Articles Of Organization.
The articles of organization shall set forth: the name of the limited liability company; a statement that the limited liability company is formed under Nevis LLC Ordinance; the latest date on which the limited liability company is to dissolve, if any; the name and address of the registered agent in Nevis; whether the limited liability company is managed by managers exclusive of the members or by all of the members in their capacity as members; any provision, not inconsistent with law, which the organizers elect to set forth in the articles of organization for the regulation of the affairs of the limited liability company, and any provision which under Nevis LLC Ordinance is required or permitted to be set forth in the operating agreement.
- Execution And Filing Of Articles Of Organization.
Articles of organization shall be executed by each person authorized to do so by the persons forming the limited liability company and filed with the Registrar of Companies.
- Effect Of Filing Articles Of Organization.
The limited liability company's existence shall, upon filing the articles of organization, be effective as of the filing date stated thereon. The endorsement by the Registrar of Companies, shall be conclusive evidence that all conditions precedent required to be performed by the organizers have been complied with and that the limited liability company has been organized under Nevis LLC Ordinance.
- Operating Agreement.
The members of a limited liability company may enter into an operating agreement which may contain any provision relating to the business of the limited liability company, the conduct of its affairs, its rights or powers, and the rights of, and its relationship to and among, its members and managers not inconsistent with Nevis LLC Ordinance or any other Law of Nevis or the articles of organization. An operating agreement shall be agreed to by all members before it becomes effective. The operating agreement shall not require the consent of any future member to remain effective. Unless the articles of organization requires otherwise, an operating agreement need not be in writing. If the operating agreement does not provide for the method by which it may be amended, then all of the members must agree to any amendment.
A court may enforce an operating agreement by injunction or by granting such other relief that the court in its discretion determines to be fair and appropriate in the circumstances. The operating agreement may be filed as an exhibit to the articles of organization.
- Capital contributions.
The capital contribution of a member to a limited liability company may be in cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
- Liability For Capital Contributors.
A promise by a member to contribute to the limited liability company is not enforceable unless set forth in a writing signed by the member. Unless otherwise provided in the operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services. If a member for any reason fails to perform any enforceable promise to make the required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to that portion of the value of the stated contribution that has not been made.
If the member is unable to perform an enforceable promise to perform services because of death or disability, the member's estate or other successor is obligated to contribute cash equal to that portion of the value of the stated contribution that has not been made.
An operating agreement may provide that the interest of a member who fails to make a contribution or other payment that the member is required to make shall be subject to specified remedies for, or specified consequences of, the failure in addition to, and not in lieu of, any other rights that the limited liability company may have against such member. The remedy or consequence may take the form of reducing the defaulting member's interest in the limited liability company, subordinating the defaulting member's interest in the limited liability company to that nondefaulting members, a forced sale of the interest in the limited liability company, forfeiture of the interest in the limited liability company, the lending by the nondefaulting members of the amount necessary to meet the commitment, a fixing of the value of the member's interest in the limited liability company by appraisal or by formula and redemption and sale of the member's interest in the limited liability company at that value, or other remedy or consequence. Unless otherwise provided in the operating agreement, the obligation of a member to make a contribution may be compromised only with the unanimous consent of the members.
- Admission Of Members.
A person may become a member in a limited liability company: in the case of a person acquiring an interest in the limited liability company directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the written consent of all members; and in the case of an assignee of an interest in the limited liability company.
The effective time of admission of a member to a limited liability company shall be the later of: the date the limited liability company is formed; or the time provided in the operating agreement or, if no such time is reflected therein, then when the person's admission is reflected in the records of the limited liability company. A person may be admitted to a limited liability company as a member of a limited liability company and may receive an interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company.
- Nature Of Members' Interests.
A member's interest in the limited liability company is personal property. A member has no interest in specific limited liability company property.
- Classes And Series Of Members' Interests.
interests in a limited liability company may be: of one or more classes or one or more series within any class thereof; with voting powers, full or limited, or without voting powers; and with such designations, preferences, rights, qualifications, limitations or restrictions thereon as shall be stated in the operating agreement.
A limited liability company may provide in its operating agreement for one or more classes or series of members' interests which are redeemable, in whole or in part, at the option of the limited liability company at such price or prices, within such period and under such conditions as are stated in the operating agreement.
- Rights Of Judgment Creditor.
On application to a court of competent jurisdiction by any judgment creditor of a member of a limited liability company, the court may charge the member's interest with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the member's interest. Unless otherwise provided in the operating agreement, the member's interest charged may, but need not, be redeemed at any time: with separate property of any member, to any one or more of the members; or with respect to property of the limited liability company, to any one or more of the members whose interests are not charged, on the consent of the members whose interests are not charged, if all members are responsible for management duties pursuant to section 44 (1), or on the consent of the managers whose interests are not charged, if managers are responsible for management duties.
Notwithstanding any other law, the remedies shall be the sole remedies available to any creditor of a member's interest. Nevis LLC Ordinance does not deprive any member of the benefit of any exemption laws applicable to his interest in the limited liability company.
- Management Of The Business Of The Limited Liability Company.
Unless otherwise provided in the operating agreement, management of the business and affairs of a limited liability company shall be vested in all of its members exclusively in their capacity as members. The operating agreement may fully or partially vest management duties in one or more managers, who may, but need not, be members. Managers shall have the power to manage the business and affairs of the limited liability company to the extent so vested, exclusive of the members who are not managers. To the extent not vested in managers, the members in their capacity as members shall retain the power to manage the business and affairs of the limited liability company.
- Voting.
Unless otherwise provided in Nevis LLC Ordinance or the operating agreement: if the management of a limited liability company is vested in the members, or where any affirmative consent of the members is required in Nevis LLC Ordinance or the operating agreement, any action required or permitted to be taken by the members shall be taken upon a vote of more than 50% of the members' interests as measured by the members' capital contributions. The measurement of consent set forth in the operating agreement may vary, both in requisite percentage and in the manner in which it is measured for different purposes. The manner in which consent is measured may refer to, without limitation, the number of members or the proportion, as set forth in the operating agreement, of members' interests in profits, capital or distribution, or any combination thereof.
If the management of a limited liability company is vested in more than one manager, or where any affirmative consent of the managers is required in Nevis LLC Ordinance or the operating agreement, any action required or permitted to be taken by the managers shall be taken upon a vote of a majority of the managers. Where Nevis LLC Ordinance or the operating agreement requires the consent of the remaining members or remaining managers, as the case may be, the members' interests of the remaining members shall constitute all of the members' interests entitled to vote thereon, and the remaining managers shall constitute all of the managers entitled to vote thereon.
- Agency Of Managers And Members.
Unless otherwise provided in the operating agreement, if management of the limited liability company is vested in the members, each member is an agent of the limited liability company in matters concerning its business or affairs.
An act of a member, including signing of an instrument in the limited liability company name, for apparently carrying on limited liability company business binds the limited liability company, unless the member had no authority to act for the company in the particular matter and the person with whom the member has dealt knew or had received notice that the member lacked authority; and an act of a member which is not apparently for carrying on in the ordinary course the limited liability company business of a kind carried on by the limited liability company binds the limited liability company if the act was authorized by the other members. Unless otherwise provided in the operating agreement, if management of the limited liability company is vested in managers, each manager is an agent of the limited liability company in matters concerning its business.
An act of a manager, including signing of an instrument in the company name, for apparently carrying on company business binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager has dealt knew or had received notice that the manager lacked authority; an act of a manager which is not apparently for carrying on in the ordinary course the limited liability company business of a kind carried on by the limited liability company binds the limited liability company if the act was authorized by the other managers; if management of the limited liability company is vested in managers, no member, solely by reason of being a member, is an agent of the limited liability company.
The operating agreement may provide that acts of members may bind the limited liability company if the managers of the limited liability company are not members but are vested with responsibility for management of the limited liability company solely by contract.
- Qualification Of Managers.
Unless otherwise provided in the operating agreement, managers may be natural persons, corporations, limited liability companies, partnerships, or other entity, of any nationality and need not be residents of Nevis or members of the limited liability company.
- Tax Exemption.
Any limited liability company subject to Nevis LLC Ordinance 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.
For purposes of this section, no limited liability company shall be considered to be doing business in Nevis solely because it engages in one or more of the following activities: maintaining bank accounts in Nevis; holding meetings of managers or members in Nevis; maintaining company or financial records in Nevis; maintaining an administrative or managerial office in Nevis with respect to assets or activities outside of Nevis; maintaining a registered agent in Nevis; investing in stocks or interests of Nevis corporations or limited liability companies or being a partner in a Nevis partnership or a beneficiary of a Nevis trust or estate.
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The Nevis Limited Liability Company Ordinance, 1995 (302Kb RTF file)
Nevis International Exempt Trust Ordinance, 1994 (250Kb RTF file)
Nevis Business Corporation Ordinance 1984 (475Kb RTF file)
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