Offshore Company Formation and Registered Agent Services

The Firm is a licenced Registered Agent for Nevis Limited Liability Companies (LLC’s), Nevis Business Corporations (IBC’s) and Nevis Multiform Foundations (Foundations). We can assist with forming LLCs under the Nevis Limited Liability Company Ordinance, 2017; incorporating IBC’s under the Nevis Business Corporation Ordinance, 2017; and establishing Foundations under the Nevis Multiform Foundations Ordinance, 2004. We are also able to provide legal advice on the formation and registration of Nevis International Exempt Trusts formed under the Nevis International Exempt Trust Ordinance.

In addition to the formation of offshore entities, we provide a range of administrative services to these entities as authorised Registered Agents, including but not limited to, provision of registered office address, acceptance of service of process, maintaining corporate registers and obtaining corporate documents from the Companies Registry. We are also able to draw on our legal expertise to provide legal advice as necessary.

Nevis Limited Liability Companies (LLC)

A Nevis LLC may be utilized for any legitimate business or profession including real estate holdings, manufacturing businesses or as an investment vehicle for international trusts.

It enjoys separate legal personality which means that it has separate rights and liabilities distinct from its managers or members who have defined membership interests in the LLC. The LLC is therefore liable for its own debts, obligations and liabilities.

The owner of a Nevis LLC is referred to as a member who may be an individual, a company or a trust. There is no requirement for more than one member who may also be the sole manager of the LLC. The LLC can be managed exclusive of its members and may have an Operating Agreement which stipulates how the Company is operated and which defines the relationship between the members and the LLC.

Key features and benefits:

• Complete privacy and confidentiality as information about the members or managers is not available for public inspection.
• Records may be maintained anywhere in the world.
• No annual filings.
• An LLC can easily be structured so as to divide control and membership interests.
• No initial capital is required at formation and a member is not required to contribute to capital to take up membership interest in the LLC .
• Assets of the LLC under the control of the manager likens the manager’s role to that of a trustee.
• Foreign judgments are not recognized and cases must be litigated in Nevis.
• A foreign LLC or similar entity may easily transfer domicile into Nevis.
• Excellent for use as a joint venture investment vehicle and functions like a partnership but with all the protections from personal liability that a company offers.

Nevis International Business Companies (IBC)

A Nevis IBC may similarly be used for any legitimate purpose and can generally carry on business anywhere in the world except in St. Kitts and Nevis. It is a favourable tool for estate planning, asset protection, tax reduction planning and investment companies.

Unlike the LLC, the IBC is owned by shareholders and managed by directors who may be individuals or companies. The laws of Nevis permit sole shareholder/director corporations. There are no nationality requirements for shareholders, directors or officers. The IBC must adopt Bylaws which govern its operations and defines the relationship between the IBC and its shareholders.

Key features and benefits:

• Corporations can become tax resident in Nevis from their date of incorporation or may apply to become tax resident subsequently, under the tax resident provisions.
• Provisions for foreign corporations to enter into or migrate from Nevis without affecting existing rights or obligations.
• The authorized share capital of the Nevis IBC may be demonstrated in any recognized currency.
• Documents filed with the Registrar will be held confidential and are not available to the public for inspection.
• Meetings can be held anywhere in the world and records custodied anywhere in the world.
• No annual filings, however, an IBC must keep financial records.
• Separate legal personality from its shareholders which shields owners from legal liability.
• Bearer shares are permitted but must be custodied by the Registered Agent.
• Foreign judgments are not recognized and cases must be litigated in Nevis.

Nevis Multiform Foundations (FDN)

The legal entity known as a foundation has been a well-established vehicle in the civil law countries of Europe since the Middle Ages. It is a self-owning structure, without shareholders, autonomous from its founder and acquires the status of an independent legal entity. The Nevis foundation is a unique corporate entity which may take the form of an ordinary foundation, a trust, a company, a partnership or a tax-resident foundation and may change its form during its lifetime. Hence the name “multi-form”.

It is managed by a management board and may have a supervisory board for oversight. A foundation may elect to have beneficiaries for whom the entity is managed according to its constitution. The key difference between a Foundation and a Trust is that a Foundation, like a company or LLC, has separate legal personality, whereas a Trust operates under the legal personality of its trustee. The Foundation may therefore, be sued and sue in its own name.

Key features and benefits:

• Provision for existing foreign and domestic business entities to continue, transfer, convert, consolidate or merge into a Nevis Multiform Foundation.
• The Foundation may take the form of a trust, a company, a LLC or a partnership and may easily change its form by filing the relevant documents with the Registrar without affecting its existing or rights or obligations.
• A multiform foundation may choose to be governed by any law of its choice.
• Once the Bylaws are filed with the Registrar they will be held confidential and are not available to the public for inspection unless the foundation so informs the Registrar.
• There is no requirement for beneficiaries to be named.
• The Foundation may elect to be tax resident in Nevis and pay taxes at a maximum rate of 1% in order to qualify for treaty benefits if desired.
• Legal proceedings against the Foundation must be brought exclusively in Nevis and any proceedings apart from criminal proceedings will be held in private.

Nevis International Exempt Trust

The Nevis International Exempt Trust Ordinance provides for the creation of Charitable Trusts, Non-Charitable Trusts, Protective Trusts and Qualified Foreign Trusts. To qualify as an “International Trust”, the following criteria must be met:

• At least one of the trustees must be a Nevis IBC, a Nevis LLC, a Nevis FDN, a trust company licenced to do business in Nevis or an Attorney-at-law licenced to act as a registered agent in Nevis;
• The settlor and beneficiaries must at all times be non-residents of Nevis; and
• The trust property must not include any land situated in the Federation.

Key features and benefits:

• The international trust may have as its proper law the law of Nevis or the law of another jurisdiction.
• The rule against perpetuities does not apply to an International Trust and unless otherwise provided, the trust shall have an unlimited duration.
• Non-criminal legal proceedings relating to the International Trust will be held in private and details cannot be published without leave of Court.
• A creditor seeking to set aside a transfer to an International Trust must establish beyond reasonable doubt that the transfer constituted a fraudulent disposition and must post a bond of US 100,000.00 with the Minister of Finance before an action is brought.
• The terms of an International Trust may provide for the office of Protector of the trust. The Protector may also be a settlor, a trustee or a beneficiary. The Settlor may therefore retain some level of control over the trust. The Protector has a fiduciary duty to the beneficiaries of the trust or to the purpose for which the trust was created.
• The Settlor may be a beneficiary of the International Trust.
• Heirship rights of the domicile of the Settlor cannot overrule the provisions of an International Trust.
• Trust assets and income derived from the International Trust are exempt from all exchange controls and estate, corporate, gift, income, inheritance, withholding, succession and stamp taxes in Nevis.

For more information, please contact us.