Company Registration in Nevis - Business Starting & Setup

Nevis is sometimes called the “Delaware of the Caribbean”, for its legal system is based both on English Common Law and American Corporate Law.

The island focuses on offshore asset protection and has its own offshore legislation in place. Since the Nevisian offshore legislation is different from that of the Federation, companies in Nevis can choose between Federation and Nevis forms, while St Kitts’s companies are only allowed to use Federation forms.

The principal forms of business organization in Nevis are:

• Nevis Business Corporation (NBCO 1984);
• Limited Liability Company (NLLCO 1995);
• International Exempt Trust (NIETO 1994);
• Multiform Foundations (MFO 2004).

The most common structure is the Nevis Business Corporation.

There is a range of requirements to the company name in Nevis:

• The company’s name must contain words like “corporation”, “incorporated”, “company”, or “limited” or other words to denote limited liability or their abbreviations.
• It shall not be the same as the name of an existing corporation or company, or a name as similar to any such name as to tend to confuse or deceive.
• A name that in the opinion of the Registrar is undesirable or suggests an illegal activity is not permitted.
• A name that may imply government patronage is not acceptable.
• A name requires consent or a license if it contains the following words or their foreign language equivalents: Bank, Building Society, Savings, Loans, Insurance, Assurance, Fund Management, Investment Fund, Municipal, Chamber of Commerce, and University.
• Company names may be expressed in any language using the Latin alphabet.
• Names in Cyrillic alphabet are not allowed.

To register an NBC in Nevis, one must engage a local registered agent/corporate service provider with a registered office (which may further serve as the office of the Company, since the registered office address must be located in Nevis).

The Registered agent shall first reserve the name for a customer’s IBC through the Nevis online registration module or by calling to the registry. Upon that, the articles of incorporation may be filed with the Registrar of Companies. If the documents are in order, the Registrar will issue a certificate of incorporation. The whole procedure of IBC’s formation takes about 24 hours.

The timescale for a new turnkey entity is about 10 days (including document shipping).

Being international, NBCs may conduct business in more than one country, but for tax exemption purposes they are not permitted to do business in Nevis.

No corporation 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 directors or shareholders in Nevis;
• maintaining corporate 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; and
• investing in stocks or entities of Nevis corporations or being a partner in Nevis partnership or a beneficiary of a Nevis trust or estate;
• acquires real property in a local industrial or tourist facility provided always that such property shall be situated in a project or development approved and authorized by the Nevis Island Administration.

A NBC registered in Nevis is required to maintain a registered agent at all times and a registered office in Nevis. The legislation permits the office of the registered agent to act as the office of the company. A registered agent must be licensed by the Minister of Finance, and may be either a Barrister or Solicitor admitted to practice in St. Kitts and Nevis or a trust company or a local company having a paid-in capital of at least USD 500,000. Additionally, qualified accountants and such other persons as the Minister of Finance prescribes may be allowed to obtain licenses as registered agents.

There are no statutory requirements to have a company seal.

The redomiciliation of companies to or from Nevis is permitted.

A NBC company is required to have a minimum of three directors. However, if a Nevis company has fewer than 3 shareholders it is allowed to have less than 3 directors, but not fewer than the number of shareholders. Therefore, one person may create a company being as a sole shareholder and director.

A director may be of any residence or nationality, either corporate or a natural person. There are no restrictions on how often or where directors’ meetings should be held.

The Board of Directors manages all corporate affairs and exercises all corporate powers, save for the action, which shall be authorized or approved by the shareholders. The articles of incorporation may require that directors have special qualifications. Alternate or substitute directors may be appointed, upon the terms and conditions set forth in the articles of incorporation (bylaws). The number of directors may be increased or decreased by amendment of the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.

Every corporation shall have a secretary, who shall be appointed by the board or in the manner directed by the articles of incorporation or the bylaws. The secretary may be of any residence or nationality, either corporate or a natural person.

All Nevisian companies must have at least one shareholder.

The shareholder may be of any residence or nationality, either corporate or a natural person.

All companies must every year hold an annual general meeting. The place of the meeting may be anywhere in the world.

Shareholders' information do not appear on public profile.

The identity of beneficial owners are not required to be filed in any public record. Similarly, changes in beneficial ownership are confidential. Moreover, a company wishing to open a bank account need not disclose the beneficial owner or beneficiaries.

There are no minimum requirements for share capital of NBC.

Authorized capital of USD 50,000 divided into USD 50,000 registered shares of USD 1.00 each is considered as the standard authorized capital. Such capital keeps the incorporation and annual cost of Nevis offshore company at a minimum level.

Nevis IBC is not obliged to issue all its shares for the total amount of authorized capital in any mandatory time frames. The company could issue just one share to a single shareholder and remaining shares or any part of them issue any time in the future or not issue at all.

All issued shares must be paid up by shareholders. It means, if a company issued one share of USD 1.00, the shareholder must pay into his company USD 1.00.

With respect to Bearer Shares, they have been restricted. Bearer shares are only permitted with the approval of the Registrar of Companies or the Regulator. The Registered Agent must maintain custody of the bearer share certificate on behalf of the beneficial owner and must maintain a register of each bearer share.

Secrecy of information is governed by the Confidential Relationship Act 1985. This 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 act provides prison sentences for violation of secrecy provisions and insures complete confidentiality where foreign authorities seek private banking and financial records.

Banking secrecy is governed by the Nevis Offshore Banking Ordinance 1996.