Nevis LLC Company Formation
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Nevis offers a Limited Liability Company (LLC) a structure that combines aspects of both a limited partnership and a private company to clients interested in forming an offshore company vehicle for collective investment schemes or other collaborative professional projects. A Nevis LLC gives limited liability to its non-managerial members, protecting the personal assets of the parties that remain separate from the dealings and debts taken on by the company, making it an ideal corporate instrument.
All Nevis based coampnies are protected by a common law legal framework with several pieces of legislation through the country’s Limited Liability Company Ordinance 1995 that created stringent financial privacy measures and confidentiality provisions ensuring maximum protection from public scrutiny.
Nevis has enacted two supporting Amendments in 2009 and 2015 that have further shown the government's commitment in continuing to support the jurisdiction's offshore financial sector. Nevis has several offshore corporate structures that are popular including a Nevis Company and a Nevis Foundation both which have been popular offshore formation products for offshore businesses.
An LLC has strong asset protection legislation that it is often used as an alternative to a Trust, as a manager can be used and is similar to that of a trustee and its members can be used similarly as a beneficiary. LLC’s are also very popular vehicle for joint venture arrangements that are arranged through various international jurisdictions as each venture can enjoy all the benefits of incorporation though each member is made only liable for taxation in their own country.
At the most simple level, think of a limited company as a sleek cross between a company and a partnership, with all of the benefits of both. The general advantages of LLCs are enhanced by the jurisdictional advantage of Nevis, the first offshore financial centre anywhere to enact a Limited Liability Ordinance.
Nevis is a popular and affordable option widely known within the international financial and business community, as it has continuously provided clients with a safe and secure environment, the government continually standing its ground, supporting its long-standing offshore financial industry.
Nevis also offers a citizenship by investment program which offers a passport for to individuals who contribute a development investment in real-estate or monetary contribution. For more information on the Advantages of Nevis as an Offshore Financial Center, click here.
Table of Contents:
- Advantages of a Nevis LLC
- Why Incorporate a Nevis LLC?
- Unique Features
- Top Uses
- Corporate Features
- Company Requirements
- Corporate Taxation
- Corporate Details
Advantages of a Nevis LLC
- Since the beneficial owners and/or managers are not registered anywhere an LLC provides complete anonymity.
- Nevis has strict privacy-oriented laws that forbid any registering, recording, or disclosure of directors and shareholders of exempt companies incorporated there. This means that no annual or other reports by members need to be filed in the public records of Nevis; therefore, there is complete anonymity and their identities are not accessible by any outside party.
- The company's records may be located anywhere in the world.
- All of the affairs of the company are private and cannot be disclosed except under truly exceptional circumstances such as links to international terrorism. The only document that needs to be filed with the government is the annual corporate license and this contains minimal information. There is no annual report or annual financial return that needs to be made to the government. There is no public inspection of your LLCs' records. Confidentiality is further enhanced if the structure appoints our company as manager and we perform the minimal corporate duties required under Nevisian law.
Asset Protection Features
- A Nevis LLC enables you to protect your assets and funds from government agencies, creditors, and lawsuits.
- As an owner, you are not exposed to personal liability.
- As an owner, you can participate in management without becoming personally liable for the company's debts.
- A Nevis coampny is particularly advantageous for asset protection purposes since there are no shares that can be attached by a court of law.
- Members are not liable for obligations of the company.
All LLCs are free from all forms of Nevisian taxation. There are no Nevisian taxes on dividends, income, capital distribution, or wages whatsoever. Moreover, unlike many onshore jurisdictions, Nevis does not tax an LLC for accumulated (but undistributed) earnings
Nevisian LLC laws contain many requirements related to confidentiality including strict financial secrecy laws. Strict legal requirements, known as fiduciary duties, would also govern the behavior of Offshore-Protection if acting as a manager of an LLC.
These fiduciary duties are imposed on managers by both the equivalent of the LLCs bylaws and by the proper law of the LLC (usually the law of the country where the manager is located, i.e. Panama). Many of these fiduciary requirements relate to secrecy and accounting obligations by which the manager must abide. Nevisian LLC and Panamanian law prevent our company from discussing your LLC business with anyone you have not instructed us to talk to.
Other governments’ agencies such as the Internal Revenue Service in the United States, Revenue Canada, or the Inland Revenue in the United Kingdom cannot force Offshore-Protection to discuss your business with them unless they obtain a court order against you or us or both, ordering us to make disclosure.
But a court order from their respective jurisdiction is useless in Nevis or Panama. In accordance with strong Nevisian law, a judgment from outside of Nevis will not be recognised by Nevisian courts. This means an onshore judgment creditor who won a lawsuit against you or your LLC in, for example, the U.S. or Germany cannot take that U.S. or German judgment and require a Nevisian court to enforce it.
In addition to not recognizing the judgments of other countries, Nevisian law and Nevisian courts do not favor the granting of court orders against LLCs except under truly exceptional circumstances. Nevisian law favors upholding the independence and application of its own law over the enforcement of foreign, onshore laws.
Why Incorporate a Nevis LLC?
- LLCs provide a mechanism by which managers can limit the authority of non-managing members.
- LLCs have no limitation on the number of members.
- There are no limitations on ownership of an LLC.
- 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 of Nevis.
- Members of Nevis comanies may be individuals or business entities of any nationality or domicile.
- Nevis LLCs may amend their Articles of Organisation, merge, or consolidate with other domestic or foreign LLCs or other business entities.
- Members of Nevis LLCs may assign their interests to other parties unless restricted otherwise.
- Nevis permits sole member LLCs.
- Management of LLCs may be accomplished by the members or by managers designated by the members.
- Nevis LLCs face no stock limitations and can issue preferred interests analogous to preferred stock of corporations.
- A Nevis structure is an excellent vehicle if used by a group of investors for a joint venture investment. In this respect it functions as if it were a Limited Partnership, but with all the added features and advantages mentioned above of an LLC that Limited Partnerships for the most part do not have.
- A Nevis LLC can be set up within 24 hours and has low initial cost and low annual fees.
- Beneficial owners, members and directors are not registered with the company registry
- Benefit from personal liability
- No corporate or local taxation
- No annual reporting
- No need to file financial statements or audit of accounts
- No public disclosure of any records, details, or financial information
- A LLC structure gives managers flexibility in limiting the authority of non managing members
- Sole membership is available
- Quick process and minimal annual costs
- Respected offshore financial centre
- No limitation as to the number of members
- Perfect vehicle for joint ventures
- Fraudulent transfer accusation has two year statute of limitations
- Can issue preferred interests that are similar to preferred stock of corporations
- Nevis was the first offshore jurisdiction that enacted LLC legislation
- International business
- Multi-jurisdictional projects
- Asset protection
- Professional groups
- Family or estate planning
- Collective investment vehicle
- Trading Company
- Holding Company
- International Investment Company
- Tax planning vehicle
- Professional Services
- Copyright and property holding
|Nevis LLC||Corporate Details|
|Type of Entity||Limited Liability Company|
|Type of Law||Common Law|
|Governed by||Nevis Limited Liability Ordinance 1995 |
*Amendment in 2009 and 2015
|Registered Office in Nevis||Yes|
|Our time to establish a new company||1-2 days|
|Minimum government fees (excluding taxation)||USD 220|
|Access to Double Taxation Treaties||No|
|Publicly accessible records||No|
|Location of meetings||Not required|
|Corporate directorship allowed||Yes|
|Publicly accessible records||No|
|Corporate shareholder allowed||Yes|
|Location of meetings||Not Required|
|Local or qualified||Not Required|
|Requirements to prepare||Yes|
|Requirements to file accounts||No|
|Publicly accessible accounts||No|
|Recurring Government Costs|
|Minimum Annual Tax||USD 200|
|Annual Return Filing Fee||N/A|
|Requirement to file annual return||No|
|Migration of domicile permitted||Yes|
- Government Registration Fee (First year)
- Registered Office Address (First year)
- Registered Agent Services (First year)
- Company Secretarial Maintenance
- Certificate of Organisation
- Articles of Organisation
- Minutes of First Organisers Meeting
- Ownership Certificates
- Register of Members
- FREE Phone and/or email consultations
In order to establish a Nevis LLC, a company must submit the Articles of Incorporation to the Registrar of Companies, which includes the name of the company, name and address of the register company, together with the appropriate fee.
A Nevis offshore company is exempt from taxation on income generated outside of Nevis. Similarly there are:
- No income taxes
- No estate taxes
- No Inheritance taxes
- No Gift taxes
- No Duty taxes
- No Capital gains taxes.
- No Corporate tax
- No Income tax
- No Withholding tax
- No Stamp tax
- No Asset tax
A Nevis LLC has no minimum capital requirement.
Financial Statements Required
A Nevis LLC does not need to file any statements nor are there audit requirements, however a company must keep financial records.
A Nevis LLC must appoint a secretary, which can be an individual or a corporate entity, and does not need be qualified or a local resident.
An LLC cannot do business within Nevis nor conduct business in real estate and must get a license and proper approval to operate as a banking or insurance business.
Language of Legislation and Corporate Documents
Registered Office Required
A registered office must be kept Nevis, though a physical presence is not necessary.
Shelf Companies Available
Time Required to Form Offshore Company
1-2 Business days.
Any name that is identical to or similar to an existing company or any name that is deemed undesirable, suggests an illegal activity, or any name that may imply government patronage by the Register.
Language of Name
A Nevis company name may be in any language that uses the Latin alphabet. If the name is in a foreign language the register may request an English translation.
Requiring a Special License or Permission
A Nevis LLC must obtain permission/approval/license if business is engaged in activities related to bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, municipal, Chamber of Commerce, or university.
Directors and Shareholder Meetings
Shareholders and directors may act by unanimous consent, without a meeting. Shareholders and directors may issue proxies in writing.
All of the affairs of a Nevisian LLC 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 LLC financial or business records.
There are no exchange controls in Nevis for offshore companies locating in or investing in the country.
Nevis does have exchange controls in place that are applied to the Currency Board Arrangement established within the Eastern Caribbean Currency Union, but these controls do not apply to offshore companies.
Type of Law
Nevis law is based on English common law.
Nevis Formation with Offshore Protection
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