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Nevis
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General Information

NEVIS is an island in the Caribbean Sea, located 225 miles east of Puerto Rico. Together with its twin island St. Kitts it forms the Federation of Saint Kitts and Nevis. The two islands are separated by a channel which is about two miles wide. The total area of the Federation is 261 sq. km (Saint Kitts is 168 sq. km; Nevis 93 is sq. km).

The population is estimated at 38,756 (July 2001 est.) with approximately 9,000 residing on Nevis. Basseterre is the capital of St. Kitts and at the same time the administrative capital of the Federation. The capital of Nevis is Charlestown. The Federation has one of the highest literacy factor in the region, i.e. 97%. The official language of the country is English.

Nevis was discovered by Christopher Columbus on his second voyage in 1493. The island is dominated by Nevis Peak, which rises to a height of 3,265 feet (985 meters) in the centre of the island and is invariably covered by clouds. It is said that when Columbus saw the clouds, he thought it was snow, so he called the island "Nuestra Senora de las Nievas" which means "Our Lady of the Snows," and it was anglicised to "Nevis".

First settled by the British in 1623, Nevis was a British colony from 1628 until 1983, when it became independent and joined the Federation of St. Kitts and Nevis. The Federation is an active member of the British Commonwealth and the United Nations. In 1997 some leaders in Nevis were urging separation from Saint Kitts on the basis that Nevis was paying far more in taxes than it was receiving in government services, but the vote on cessation fell short of the two-thirds majority needed in August 1998.

The political system is based on the British Westminster Model with Queen Elizabeth II,
represented by a Governor General, as titular Head of State. Executive authority is exercised by the cabinet under the leadership of the Prime Minister. Legislative authority vests in an unicameral National Assembly (14 seats, 3 members are appointed on recommendation of the Prime Minister and 11 members are popularly elected for five-year terms). The judicial branch is represented by the Eastern Caribbean Supreme Court (based on Saint Lucia).

An independent study has ranked the Federation of St. Kitts and Nevis as one of the ten freest nations in the world for seven years running. Combined with a low crime rate, full employment and lack of drug related difficulties, Nevis is exceptionally stable politically. The political parties reflect this stability in that they are both centrist and do not have substantial ideological differences.

The economy of Nevis was traditionally dependent on the growing and processing of sugar cane, but decreasing world prices have hurt the industry in recent years. Currently the major source of revenue on Nevis is tourism, followed by offshore financial services and export oriented manufacturing (cotton, salt, copra, clothing, footwear, beverages). Most food on the island is imported.

The currency of Nevis is the East Caribbean dollar, which exchanges with the U.S. dollar at a fixed rate of USD 1 = ECD 2.700. US Dollar is generally considered to be a second currency and is freely accepted and interchangeable throughout the island.

The legal system of Nevis is based on British common law. Nevis has Double Taxation Agreements with the following countries: Denmark, New Zealand, Norway, Sweden, Switzerland and the United Kingdom.

Incorporation in Nevis

Nevis has four international financial services ordinances, namely: the Nevis Business Corporation Ordinance, 1984, the Limited Liability Company Ordinance, 1995, the Nevis International Exempt Trust Ordinance, 1994 and the Nevis Offshore Banking Ordinance, 1996. The offshore registry is overseen by the Nevis Financial Services Department (FSD) within the Ministry of Finance.

The Nevis Business Corporation Ordinance is modelled in large part on the United States Delaware Corporate statute combined with English law. A company formed under this Ordinance is the equivalent of what is commonly termed as an International Business Company (IBC).

The Limited Liability Company Ordinance was enacted in 1995 and governs incorporation of limited liability companies (LLC). The Nevis LLC is analogous to limited liability companies incorporated in the US.

Incorporation of a Nevis Corporation (IBC)

A Nevis company incorporated under the Business Corporation Ordinance 1984 may conduct any lawful business according to the laws of Nevis. However it may not trade within Nevis, own a real estate there, it is not permitted to be engaged in the business of banking, insurance (not including reinsurance), fund management, collective investment schemes or any other activity that would suggest an association with the banking or insurance industries unless appropriately licensed under the relevant law act.

The law requires that all corporations should maintain a registered office within Nevis and must also appoint a Nevis resident as a registered agent.

Provided the corporation does not carry on business in Nevis, it is exempt from corporate tax, stamp tax, asset tax, exchange control or other fees or taxes based or measured by assets or income originating outside of Nevis.

The procedure to incorporate a Nevis corporation

The name of the corporation may be in any language provided that Roman letters are used. The name cannot be identical to or similar to an existing company name and cannot include the following words: bank, building society, savings, loans, insurance, assurance, fund management, investment fund, municipal, Chamber of Commerce, university or their foreign language equivalents. Corporations cannot have a name that in the opinion of the Registrar is undesirable or suggests an illegal activity or implies government patronage. The name of the corporation must end in the words Incorporated, Corporation, Company or Limited or their abbreviations to indicate limited liability.

The only document required to be filed at the Companies Registry is the Articles of Incorporation (equivalent to the Memorandum of Association) which includes: the name of the corporation, the purpose for which it was formed, the address of the corporation in Nevis, the number of shares which the company has authority to issue, the name and address of the incorporator. The Articles of Incorporation do not include details of directors or shareholders.

Within a reasonable time after the filing of the articles of incorporation, an organization meeting must be held by the incorporator or incorporators or their transferees either within or without Nevis. The purpose of the meeting is to adopt bylaws (equivalent to the Articles of Association, there’s no need to filed it with the Registry), to elect directors to serve or hold office until the first annual meeting of shareholders or until their successors are elected; and also to transact such business as may come before the meeting. Resolutions may be passed by meetings held by telephone, video or similar communication medium, or by unanimous consent without a meeting.

Share capital and shareholders of a Nevis Corporation

In Nevis there is no minimum share capital requirement. The share capital can be of par value or no par value and in any currency. Authorized capital is not required to be paid up. Normally corporations are incorporated with the share capital of either 1,000 no par value shares or US$ 100,000 par value shares, which insures payment of the minimum registration and annual fees. The minimum issued capital is one share of no par value or one share of par value. Shares can be issued as registered, bearer, preference, redeemable shares and shares with or without par value. However, an amendment to the Nevis Business Corporation Ordinance has been passed recently to require that bearer shares issued by corporations be held by a custodian in Nevis on behalf of its shareholder (usual annual fee for the custodian services is USD 125).

Companies can have one or more shareholders, individuals or bodies corporate of any nationality. The ownership is not a matter of public record.

Directors

Corporations are required to have at least three directors who may be either persons or corporations of any nationality. However, if the number of shareholders is less than three the number of directors can be equal to but not less than the number of shareholders. The directors do not need to be shareholders. First Directors are appointed by the Subscribers to the Articles of Incorporation.

The Board of Directors must appoint three officers: a President, Treasurer (who must be individuals) and a Secretary (who may be a corporation). Any two or more offices may be held by the same person unless the articles of incorporation or bylaws provide otherwise.

It is not obligatory to file the names of the officers, directors and shareholders with the Registrar of Companies, but all other documents filed with the Registrar are accessible to the public.

Incorporation of Limited Liability Companies in Nevis (LLC)

The Nevis LLC may be organised for any lawful business purpose or purposes and can be used for any business venture or professional practice anywhere in the world outside Nevis, including international finance and investment, real estate holding, manufacturing, asset protection, joint ventures.

Nevis limited liability companies pay no corporate tax, stamp tax, asset tax, exchange controls or other fees or taxes are levied in Nevis on assets or income originating outside of Nevis.

The procedure to incorporate a Nevis limited liability company

Corporate names may be in any language provided that Roman letters are used. The restrictions on the use of certain words in the names of limited liability companies are the same as for the corporations. The name of a Nevis LLC must end in Limited Liability Company, Limited Company or their abbreviations "LLC", "L.L.C.", "LC", or "L.C.".

A Nevis LLC is formed by filing Articles of Organization with the Registrar of companies. The articles of organisation set forth the name of the company, the date on which it is to dissolve, if any, the name of the registered agent and address of the registered office in Nevis and also whether the company will be managed by managers exclusive of the members or by members themselves.

The owners of Nevis LLCs are referred to as members. The company’s operation and the rights among the members are defined through an Operating Agreement.

Members of the Limited Liability Company may be individuals or business entities of any
nationality or domicile. Sole member Limited Liability Companies are also permitted in Nevis. The capital contribution of a member to a limited liability company may be in cash, property, services rendered, promissory note or other binding obligation to contribute cash or property or to perform services. Member’s interest in a LLC may be with or without voting powers and with such preferences or restrictions as can be stated in the operating agreement.

Management of Limited Liability Companies may be accomplished by the members
or by managers designated by the members. The limited liability company is solely liable for its debts. None of the owners are exposed to personal liability for the obligations of the company.

Annual reports and payments

Nevis corporations and LLCs are not required to file any financial reports or tax returns in Nevis.

There is an annual registration fee of US$ 200 payable to the Minister of Finance.

Every company should keep correct and complete books and records of account, keep minutes of all meetings of shareholders/members and directors/managers and also the company share register. The company's records and its principal office may be located anywhere.

Meetings of the board and meetings of shareholders/members, regular or special, may be held at any place within or without Nevis. Companies must hold annual General Meetings, however shareholders/members and directors/managers may act by unanimous consent, without a meeting. Shareholders/members and directors may issue proxies in writing.

Confidentiality

Secrecy of information is protected by the Confidential Relationship Act of 1985 of St. Kitts and Nevis. The Act prohibits the disclosure of any information obtained in the course of business, and applies to banks and professionals as well as Government officials. The law imposes a penalty of a fine and/or a term of imprisonment of up to twelve months.

All these four Ordinances are in effect in Nevis only. In St. Kitts the companies are incorporated under the Companies Act 1996.

 

Jurisdictions

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FAQ
What is offshore?

The word "offshore" has no precise legal dictionary definition, it simply means "situated or operating in a foreign country or at some distance from the shore" and reflects the fact that most low tax jurisdictions are islands.

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Portfolio of Laws
- BVI - Trustee (Amendment) Act, 2003

- Cayman Islands - The Companies Law (CAP.22) - (2002 Revision)

- Cyprus - The Income Tax Law of 2002

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