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);
• Limited Liability Company (NLLCO);
• International Exempt Trust (NIETO);
• Multiform Foundations (MFO).

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 a company 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 presence of a secretary is not required.

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.

Under the AMLR and ATR and FSIISR, all regulated entities, businesses or persons are required to obtain and maintain information establishing the ownership, control and structure of the legal person and arrangement and identify the beneficial owner(s) prior to establishing a business relationship with that legal person or arrangement.

The beneficial owners are subject to ongoing monitoring procedures to ensure that identity information is up to date.

There are no minimum requirements for share capital of NBC.

There is no time limit on the issuance of all shares of authorized capital. A company may issue only one share to one shareholder, and may issue the rest of the shares or part of them afterwards or not at all.

All shares issued must be paid for by the shareholders.

Non-bearer shares are not completely prohibited, but are limited. Their issuance requires the approval of the Registrar. The registered agent is required to keep a certificate of bearer shares on behalf of the beneficiary and a register for each bearer share.