Nevis Limited Liability Company Ordinance 2017 – Company Law

The tax exemptions set out in the principal legislation for Nevis Business Corporations and Limited Liability Companies and replaced them with new provisions on corporate taxation. These new provisions state that all corporations and limited liability companies which do not carry on business in Nevis, and which were established before 31 December 2018, are exempt from all forms of Nevis taxation until 30 June 2021.

Company Name 

The name of a corporation:

• Shall end with the corporate suffix “Corporation”, “Incorporated”, “Limited”, or any other recognised corporate suffixes, similar words or an abbreviation of one of such or other corporate suffix, similar words or other
  words which will clearly indicate that it is a corporation as distinguished from a natural person or partnership.
•  Shall not be the same as the name of a corporation of any type or kind, as such name appears on the register of corporations or on the reserved name list of corporations maintained by the Registrar of Corporations or a name so similar to any such name as to tend to confuse or deceive.

Registered Office and Registered Agent

• A corporation which is subject to this Ordinance shall at all times have a registered agent in Nevis. A corporation which fails to maintain a registered agent shall be in contravention of this Ordinance.
• A registered agent shall at all times be licensed by the Nevis Island Administration and shall maintain a physical place of business in Nevis which shall be the address of the corporation’s registered office.
• The Minister shall prescribe the application process and fees for the licencing of registered agents under this Ordinance.
• No person shall be or agree to be the registered agent of a corporation unless that person holds a valid licence to provide registered agent services issued by the Nevis Island Administration under this Ordinance.

Resignation and change of Registered Agent.

• A registered agent of a corporation may resign as such registered agent by giving not less than thirty (30) days written notice to the corporation of his intention to resign as registered agent of that corporation on the date specified in the notice.

A notice given to a corporation by a registered agent under subsection shall:

• State that it is a requirement under this Ordinance that the corporation have a registered agent in Nevis duly licensed by the Nevis Island Administration;
• Direct the corporation to the list of authorised registered agents as published from time to time; and
• Notify the corporation of all penalties applicable under the Ordinance for failure to maintain a registered agent in accordance with section 14.
• Any resignation pursuant to subsection
• Shall not become effective until written notice of such resignation, together with the prescribed fee is delivered to the Registrar of Corporations
• The written notice of resignation filed by the registered agent with the Registrar of Corporations

Articles of Incorporation

The Articles of Incorporation shall set forth:

• The name of the corporation
• The authenticated translation of the name of the corporation, if it is so registered
• A  statement that the corporation is incorporated under this Ordinance
• The succession of the corporation if other than perpetual
• The purpose or purposes for which the corporation is incorporated. It shall be sufficient to state, either alone or with other businesses or purposes,that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be incorporated under this Ordinance, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any
• The name of the registered agent of the corporation
• The registered office of the corporation in Nevis which shall be the address of its registered agent
• The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only, the par value of each of such shares, or a statement that all of such shares are without par value; or if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each class or that such shares are to be without par value
  – If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect of the shares of each class
  – The number of shares to be issued as registered shares and as bearer shares and whether registered shares may be exchanged for bearer shares and bearer shares for registered shares

If bearer shares are authorised to be issued:

(a) Appropriate procedural provisions respecting the rights and obligations of bearer shareholders including those relating to notice of meetings or other action and payment of dividends and qualification for voting; or:
(b)A statement that the provisions shall be set forth in the Bylaws.
(c) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the Articles of Incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series;
(d) If the initial directors are to be named in the Articles of Incorporation, the names and addresses of the persons who are to serve as directors until the first annual general meeting of the shareholders or until their successors shall be elected and qualify
(e) The name and address of each incorporator; and any provision, not inconsistent with law, which the incorporator elects to set forth in the Articles of Incorporation for the regulation of the affairs of the corporation, including the designation of initial directors, subscription of shares by the incorporators, and any provision restricting the transfer of shares or providing for greater quorum or voting requirements with respect to shareholders or directors than are otherwise prescribed in this Ordinance, and any provision which under this Ordinance is required or permitted to be
set forth in the Bylaws.
(f) It shall not be necessary to enumerate in the Articles of Incorporation of the general corporate powers

Directors

The number of directors may be fixed by the Bylaws, the shareholders, or by action of the board of directors under the specific provisions of the Bylaws, but the number of directors constituting the entire board of directors shall not be less than one.

Shareholders

• The minimum number of members for a Nevis LLC is one.
• Nominee members are allowed and we can provide this service.
• There is no statutory requirement for a company secretary.
• Members may be of any nationality and reside in any country.
• Members may be either a natural person or a corporate entity.

The existing provision mandates the holding of an annual general meeting by shareholder(s) but this has been amended by the inclusion of a provision which allows shareholder(s) to dispense with the holding of an annual general meeting. This revision also allows the entity to decide the manner and method of election of director(s).

Share Capital

Shares of a Nevis IBC may be issued to individuals or companies, who are residents of any country. A minimum of one shareholder is required. A minimum of one share of US$1.00 must be issued to that shareholder

Certificate of Good Standing

The Registrar of Companies shall, upon request by the registered agent, issue a certificate of good standing under his endorsement certifying that a limited liability company is in good standing if he is satisfied that:

• The name of the limited liability company is on the register of companies
• The limited liability company has paid all fees required under this Ordinance
• The limited liability company is not in contravention of any of the provisions of this Ordinance
• The limited liability company is not in the process of being wound up and dissolved

The certificate of good standing issued by the Registrar of Companies under this section is limited to the company’s current state of compliance under this Ordinance and should not be taken as a warranty or representation by the Registrar of Companies concerning the company’s compliance with other laws of Nevis which the Registrar does not administer.

Winding Up & Dissolution

Manner of effecting dissolution.

Except as otherwise provided in its Articles of Incorporation, a corporation may be dissolved if, at a meeting of shareholders, the holders of two-thirds of all outstanding shares entitled to vote on a proposal to dissolve, by resolution, consent that the dissolution shall take place.

• When all the shareholders entitled to vote on a proposal to dissolve shall consent in writing to a dissolution, then no meeting of shareholders shall be necessary
• Articles of Dissolution shall be filed with the Registrar of Corporations
• The Articles of Dissolution shall be signed and delivered to the Registrar of Corporations and shall set forth:
  -The name of the corporation;
  -The date its Articles of Incorporation were filed with the Registrar of Corporations and date of filing of amendments, if any;
  -That the corporation elects to dissolve and the reason for such dissolution; and The manner in which the dissolution was authorised.
  Judicial dissolution.
  – A shareholders’ meeting to consider adoption of a resolution to institute a special proceeding on any of the grounds specified under subsection (2) may be called, notwithstanding any provision in the Articles of Incorporation, by the holders of ten percent (10%) of all outstanding shares entitled to vote thereon, or if the Articles of Incorporation authorise a lesser proportion of shares to call the meeting, by such lesser proportion.
  – A meeting under this section may not be called more often than once in any period of twelve (12) consecutive months. Except as otherwise provided in the Articles of Incorporation, the holders of one-half of all outstanding shares of a corporation entitled to vote in an election of directors may adopt at the meeting a resolution and institute a special proceeding in Nevis for dissolution on one (1) or more of the following grounds:
  – That the directors are so divided respecting the management of the corporation’s affairs that the votes required for action by the board of directors cannot be obtained;
  – That the shareholders are so divided that the votes required for the election
  of directors cannot be obtained;
  – That there is internal dissension and two (2) or more factions of shareholders
  are so divided that dissolution would be beneficial to the shareholders;
  – That the acts of the directors are illegal, oppressive or fraudulent; and
  – That the corporate assets are being misapplied or wasted.
  – If it appears, following due notice to all interested persons and hearing that any
  of the foregoing grounds for dissolution of the corporation exists, the High Court shall
  make a judgement that the corporation shall be dissolved.
• -The registrar of the High Court shall transmit certified copies of the judgement to the Registrar of Corporations and upon filing with the Registrar of Corporations, the corporation shall be dissolved.

Company Restoration 

A corporation which is removed from the register pursuant may be restored to the register within three (3) years of the date of removal upon filing an Application for Restoration with the Registrar of Corporations in the prescribed form, together with the prescribed fee for restoration and all outstanding fees and penalties accrued as at the date of the application.

For information on the restoration process, you may refer to section 99 (6) (2) of the Nevis Business Corporation Ordinance and Section 53 (5) (2) Nevis Limited Liability Company Ordinance.