In addition to the standard IBC the forward-thinking Caribbean state of Nevis offers one the opportunity to incorporate an LLC (Limited Liability Corporation) within its confines.
For tax purposes an LLC is regarded as a Partnership ie as a flow through entity. Like a Partnership an LLC doesn’t file a tax return or pay tax provided it passes through to its partners/members the net profit made each year.
As LLCs do not have shares (they have membership units, which in effect carry the same rights as shares) they also have the potential to steer one around the potential application of CFC laws.
The Nevis LLC however has made its name as the asset-protection-focused incorporator’s jurisdiction/corporation of choice; In short anyone wanting to file suit to attack the interest of a member of a Nevis LLC must first pay a bond to the Court/s in Nevis of not less than $US100,000.
1. What is the annual registration charge for a Nevis Limited Liability Company and are there any sliding scales relating to members’ capital contributions?
The annual registration charge for a Nevis Limited Liability Company is US$220.00. There are no sliding scales relating to members’ capital contributions.
Annual registration charges are paid for each year following the year of incorporation of the company using the following payment schedule:
|
$220 Due Date |
$100 Penalty |
$220 Penalty |
Strike Off Date |
|
Due on the anniversary of the incorporation date and must be paid within one month of that date. |
When payment of the annual renewal is made more than one month but less than six months from the anniversary. |
When payment of the annual renewal is made more than six months but less than 12 months from the anniversary. |
When payment of the annual renewal is not made within one year of the anniversary of incorporation. |
In addition to the annual registration charge the Nevis Registrar of Companies will, at the request of the company, issue a Certificate of Renewal at a cost of US$5 at the time that the registration charge is paid.
2. What is the government charge to register the organization of a Nevis Limited Liability Company and are there any sliding scales relating to members’ capital contributions?
The government charge to register the organization of a Nevis Limited Liability Company is US$ 235.00. This charge is unaffected by the amount of the company members’ capital contributions.
In addition to the registration charge each Nevis Business Corporation must pay US$10 for Certificate of Incorporation of the company and US$5 for the Certificate of Endorsement of the company. These additional charges are compulsory.
3. Are there any requirements to disclose the beneficial owners (members) of a Nevis Limited Liability Company to the general public and are there any requirements to file details of the managers with the public or any other Registry in Nevis?
There are no requirements to disclose beneficial owners of a Nevis Limited Liability Company to the general public or to file copies of any details of managers with the public or any other Registry in Nevis. However, the government encourages the “Local Agents” to keep registers of such information at their offices in Nevis.
4. Are there any requirements to hold:
a. An annual meeting of the members of a Nevis Limited Liability Company?
b. Meetings of the managers of a Nevis Limited Liability Company?
Except as provided in the company’s Operating Agreement there are no requirements for a Nevis Limited Liability Company to hold any annual meeting of the members or meetings of the managers.
5. Are there any requirements for a Nevis Limited Liability Company to prepare annual financial statements ?
No, there are no specific requirements to prepare annual financial statements although Section 10(1) of the Nevis Limited Liability Company Ordinance states in part:
10(1) 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.
The section further states:
10(6) 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.
Section 48 of the Nevis Limited Liability Company states:
48 Managers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions. In discharging their duties, duly authorized members or managers, as the case may be and officers, when acting in good faith, may rely upon financial statements of the limited liability company represented to them to be correct by the manager of the limited liability company having charge of its books or accounts, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the financial condition of such limited liability company.
6. Are there any requirements for a Nevis Limited Liability Company to file any form of annual return or tax return in Nevis?
No, there are no requirements for a Nevis Limited Liability Company to file any form of annual return or tax return in Nevis.
7. What does the annual registration charge filing form for a Nevis Limited Liability Company disclose?
There is no annual registration charge filing form for a Nevis Limited Liability Company. However, after payment a certificate of renewal is issued by the Registrar of Companies which contains:
- The name of the company;
- The company number; and
- A short statement that the company has paid the annual registration charge for relevant period.
8. How do members of a Nevis Limited Liability Company prove ownership of their memberships?
A person may become a member of a Nevis Limited Liability Company upon compliance with the Operating Agreement of the company or, if the Operating Agreement does not so provide, upon the written consent of all the members. Evidence of ownership can be provided in the form of a Certificate of Incumbency issued by the company’s Registered Agent.
9. Are there any restrictions relating to the issuance of evidence of membership by a Nevis Limited Liability Company?
There are no restrictions relating to the issuance of evidence of membership by a Nevis Limited Liability Company.
10. Must all capital contributions attributed to members of a Nevis Limited Liability Company be fully paid up?
It is not necessary for all capital contributions attributed to members of a Nevis Limited Liability Company to be fully paid up.
Section 37(3) of the Nevis Limited Liability Company Ordinance states:
37(3) A person may be admitted to a Nevis Limited Liability Company as a member and may receive an interest in the Nevis Limited Liability Company without making a contribution or being obligated to make a contribution to the company.
However, the members’ liability for capital contributions must be set forth in the Operating Agreement.
11. Can OCI open bank accounts in Nevis on behalf of it’s clients and, if so, what are the requirements?
OCI can arrange for the opening of bank accounts in Nevis on behalf of its clients. However, it is to be noted that no international banks on the islands of Nevis offer banking services to Nevis Business Corporations.
The requirements for bank account establishment of a Nevis Limited Liability Company are as follows:
a. Notarised copies of valid passports and S.S. card of all signatories to the account and principal owner if not a signatory.
b. Certified Copy of Certificate of Incorporation or Good Standing Certificate.
c. Certified copy of Articles of Organization and current Operating Agreement.
d. Contact details of Company’s present bankers (if applicable).
e. Proof of physical address of company. f. Proof of physical addresses of the signatories to the account.
g. A professional and bank reference for each company beneficial owner and account signatory
12. What is the minimum number of managers that a Nevis Limited Liability Company must have?
Section 44(2) of the Nevis Limited Liability Company Ordinance states:
42(2) The operating agreement may fully or partially vest management duties in one or more managers, who may, but need not be, members.
13. Are Nevis Limited Liability Companies required to have a President, Secretary and Treasurer or is the appointment of officers optional?
The appointment of officers of a Nevis Limited Liability Company is optional but at least a company secretary is recommended.
14. What is the standard members’ capital contribution of a Nevis Limited Liability Corporation incorporated by OCI?
There is no standard members’ capital contribution for a Nevis Limited Liability Company. There is no requirement for a statement of members’ capital contributions when incorporating.
15. Can a members’ capital contribution to a Nevis Limited Liability Company be denominated in any recognised currency?
Members’ capital contributions to a Nevis Limited Liability Company may be denominated in any recognised currency.
Section 32 of the Nevis Limited Liability Company Ordinance states:
32 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.
16. How many members must a Nevis Limited Liability Company have?
There are no restrictions on the number of members a Nevis Limited Liability Company may have.
17. What restrictions on the use of names a Nevis Limited Liability Company have and what words must be included to indicate limited liability?
Part V of the Nevis Limited Liability Company Ordinance Section 23(1) states:
23(1) Except as otherwise provided in subsection (2) of this section, the name of a limited liability company:
(a) Shall contain the word “limited liability company” or the abbreviation “LLC”, “L.L.C.”, “LC” or “L.C.”, and
(b) 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.
Also, a Nevis Limited Liability Company name including the following words may involve the need for government approval or licensing prior to incorporation:
Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Co-operative, Imperial, Insurance, Fund Management, Investment Fund, Loans, Municipal, Royal, University.
18. Can meetings of members and managers of a Nevis Limited Liability Company be held anywhere in the world?
Subject to the terms and conditions of the Operating Agreement meetings of members and managers of a Nevis Limited Liability Company can be held anywhere in the world.
19. Can meetings of members and managers of a Nevis Limited Liability Company be handled by written resolution?
Subject to the terms and conditions of the Operating Agreement meetings of members and managers of a Nevis Limited Liability Company can be handled by written resolution.
20. How long does it take to obtain:
a. A Nevis Limited Liability Company name check?
b. Incorporation of a Nevis Limited Liability Company completed?
c. Dispatch of a Nevis Limited Liability Company completed?
Under normal conditions:
a. Names of a Nevis Limited Liability Company can be checked within one day.
b. Organization of a Nevis Limited Liability Company can be completed within 2 working days.
c. Dispatch of a Nevis Limited Liability Company corporate pack can be completed within three working days of organization.
In relation to Nevis LLC’s we can expand upon the FAQ’s as follows:
The Nevis LLC provides more confidentiality, more flexibility and more advantages for the corporate and individual user. It is a business entity that provides an alternative to those who might consider using corporations or partnerships.
With the enactment of the Nevis Limited Liability Company Ordinance, the island of Nevis boasts state-of-the-art LLC legislation aimed at solving many of the problems that face planners and business persons using or hoping to use LLCs. It is analogous to the limited liability company in the USA, to limited life companies elsewhere in the Caribbean, to the GmbH in Germany, to the SARL in France and to Limitadas in Latin America.
The United States Internal Revenue Service has indicated that limited liability companies generally may be taxed either as corporations, or as partnerships, with income and losses flowing through to the members without any incidence of tax effect at the entity level.
The Nevis LLC Ordinance permits planners to structure their Nevis LLC in any manner that suits their particular needs. It may be used for any legitimate business venture or professional practice anywhere in the world outside Nevis, including international financing arrangements, real estate holdings, manufacturing concerns and as an operational or investment vehicle for offshore trusts.
Most international LLC statutes protect the company’s assets from the creditors of its members through the limitation of creditors to a charging order. The Nevis LLC Ordinance further specifies that this is the exclusive remedy available to the creditor and also gives the company the power to redeem creditor’s interests.
One or more persons can form a Nevis LLC, such person or persons do not have to be a member or members of the LLC. The company is managed by a manager or managers exclusive of the members or by all of the members. Managers may be corporations or individuals. The Nevis LLC should have at least one member and such member can be the Manager or any other person or business entity.
Upon the formation of a Nevis LLC the members can enter into an Operating Agreement that may contain details of matters relating to the affairs of the business. Such agreement need not be in writing. Note:
- A manager of a Nevis LLC is entitled to keep confidential from the members any information in the nature of trade secrets;
- No initial capital is required at formation;
- The company is not required to issue any share or shares to commence operations;
- No shareholders are required at or after formation;
- Nevis LLC’s do not require the appointment of directors or officers;
- Corporations are permitted to act as Managers and/or members.
With regard to their purposes and powers, an LLC formed in Nevis shall be used for “ANY LAWFUL BUSINESS” purpose or purposes.
In their relationships with third parties, any LLC formed under the Nevis Limited Liability Company Ordinance 1995 shall be a legal entity with separate rights and liabilities, distinct from its managers or members. Note:
- A limited liability company shall be liable for its own debts, obligations and liabilities; and
- The failure of a Nevis LLC to keep or maintain records shall not be grounds for imposing liability on any manager, member or agent.
For operational purposes the members of a Nevis LLC may enter into an “Operating Agreement”. All members must agree to such agreement before it becomes effective. Unless the articles of organisation state otherwise, such agreement does not have to be in writing. Note:
- Entering into an operating agreement is not mandatory; and
- An operating agreement need not be in writing.
The basic information needed for our office in Nevis to form a Nevis LLC is minimal although AML/CFT requirements necessitate certain additional risk analysis information regarding geographical areas of operation etc., found on our standard order form. We need:
- The desired name of the LLC;
- The name and address of a person or a corporation that will act as the “Manager” of the LLC;
- At least one name and address of a proposed member of the LLC; and
- A brief description of the purpose for which the LLC is to be formed.
The Nevis Limited Liability Company Ordinance features:
- Exemption from taxes and exchange controls in Nevis.
- Right to third party anonymity of ownership, management and assets.
- Flexible management structure.
- No requirements for financial or annual reports to be filed.
- Designation of manager is optional.
- Strict confidentiality.
- No residency requirements for managers, members or any other officers of the LLC.
- Any one person or persons forming an LLC need not be a member or members of the LLC.
Would you like to know more? Then please Contact Us:
info@offshorecompaniesinternational.com
