A company formed under the Nevis Business Corporation Ordinance is the equivalent of what is commonly termed as an International Business Company (IBC).The Nevis Business Corporation Ordinance provides for a company to be incorporated to conduct any lawful business.The registration process is simple and easy. A person interested in incorporating an IBC in Nevis must first engage the services of a registered agent licensed by the Nevis Island Administration with a registered office in Nevis.The legislation stipulates that the office of the registered agent is the registered office of the corporation.
The name of the desired IBC must be submitted to the registered agent, who would instantaneously reserve the name of the IBC using the Nevis Online Registration Module. Once the name has been reserved, the Nevis IBC can be incorporated by filing articles of incorporation with the Registrar of Corporations. If the incorporation documents comply with the Ordinance, a certificate of incorporation can be issued in less than 24 hours.
The benefits of using the Nevis Business Corporation Ordinance as an asset protection tool can be summarized as follows:
· The Ordinance permits the use of nominee shareholders, officers and directors, who may be of any nationality and who may reside anywhere. Also, a Managing Director may be appointed to guide the company's activities. The Corporate Secretary may be a corporation or an individual. Corporations may serve as directors, and alternate or substitute directors may be appointed. All shareholders and directors may act by unanimous consent, without a meeting and are allowed to issue proxies in writing. No annual reports are required to be filed in the public records of Nevis.
· Corporate records may be kept anywhere in the world but must be readily accessible by the Registered Agent of the corporation. Whenever there is a change in shareholders, directors or officers, this change does not have to be reported to the Registrar of Corporations but must be reflected in the records held by the Registered Agent as stipulated by AML/CFT Regulations.
· The authorized share capital of the Nevis Business Corporation may be demonstrated in any recognized currency. The identity of beneficial owners and shareholders are not required to be filed in any public record except in the case of corporations that are licensed insurance companies. Similarly, changes in beneficial ownership or shareholdings are confidential. However, AML/CFT Regulations stipulate that such information must be obtained and maintained by the Registered Agent of the corporation.
· With respect to Bearer Shares, they have been restricted. Bearer shares are only permitted with the approval of the Registrar of Corporations 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. AML/CFT On-site Examinations are conducted by the FSRC - Nevis Branch to ensure that Registered Agents comply with these stipulations.
· Nevis IBCs may amend their Articles of Incorporation, merge or consolidate with foreign corporations or other Nevis corporations, or file Articles of Dissolution in accordance with liberal provisions contained in the Ordinance. This allows for there to be minimum bureaucratic interference and enhances efficiency and reduces costs.
· Additionally, the Ordinance provides that any corporation formed in another jurisdiction may easily re-domicile into or out of Nevis. Those corporations as well as companies formed under the Nevis Limited Liability Company Ordinance can be easily converted into corporations by a simple conversion procedure. The Ordinance also provides for the emergency transfer of domicile to Nevis upon the approval of the Registrar of Corporations.
· The Ordinance was recently amended to state that if a director is a natural person and is resident in Nevis or if the director is a corporation and is registered in Nevis and meetings of the board of directors are regularly convened from Nevis, then there is a presumption that the mind and management of the corporation is also in Nevis. If there is a conflict of law regarding the taxation of the corporation then there is a presumption that the Ordinance would apply.
· Corporations also have the option to become tax resident in Nevis from their date of its incorporation under the tax resident option. The corporation will have to apply for a tax resident certificate and elect to pay such tax or taxes at a prescribed rate of not greater than one per cent.