A corporation formed under the Nevis Business Corporation Ordinance (NBCO) is the equivalent of what is commonly termed as an International Business Corporation (IBC). The Nevis Business Corporation Ordinance provides for a corporation to be incorporated to conduct any lawful business.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 or by contacting the Corporate Registry. 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 NBCO, a certificate of incorporation and/or endorsement certificate certifying the incorporation can be issued.
The benefits of using the Nevis Business Corporation can be summarized as follows:
- The NBCO permits the use of 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 corporation’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.
- Corporate and accounting records may be kept but must be readily accessible by the Registered Agent of the corporation and the FSRC – Nevis Branch upon request. Whenever there is a change in beneficial owners, shareholders, directors or officers, this change must be reflected in the records held by the Registered Agent as stipulated in the NBCO and AML/CFT Regulations. AML/CFT On-site Examinations are conducted by the FSRC – Nevis Branch to ensure that Registered Agents comply with these stipulations.
- The authorized share capital of the Nevis IBC may be demonstrated in any recognized currency. The identity of beneficial owners and shareholders are required to 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 NBCO. This allows for there to be minimum bureaucratic interference and enhances efficiency and reduces costs.
- Additionally, the Ordinance provides that any corporation may re-domicile into or out of Nevis. Companies formed under or that have been re-domiciled or continued 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.
- Charges in writing created or entered into by Nevis IBCs can be registered with the Registrar of Corporations.
- The NBCO states 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 NBCO would apply.
Part IV of the NBCO deals with the incorporation of IBCs and sets out the guidelines to follow.
The incorporation of a Nevis IBC must be carried out by a duly licensed registered agent. Incorporation may be achieved in twenty-four (24) hours.
- The name of the corporation may be reserved.
- The registered agent files the Articles of Incorporation with the Registrar of Corporations.
- The Articles of Incorporation must include the following:
- the name of the corporation;
- the authenticated translation of the name of the corporation, if it is so registered;
- a statement that the corporation is incorporated under this Ordinance;
- the succession of the corporation if other than perpetual;
- the purpose or purposes for which the corporation is incorporated;
- the name of the registered agent of the corporation;
- the registered office of the corporation in Nevis which shall be the address of its registered agent;
- the aggregate number of shares which the corporation shall have authority to issue; description and par value if any to be included;
- if the initial directors are to be named in the Articles of Incorporation, the names and addresses of the persons who are to serve as directors;
- the name and address of each incorporator;
- The articles must be signed by the incorporator(s), execution of which is to be done in accordance with Section 4.
|Articles of Incorporation||675.00||250.00|
|Articles of Incorporation with Bylaws||810.00||300.00|
|Certificate of Incorporation||27.00||10.00|
|Articles of Amendment||432.00||160.00|
|Annual Renewal Fee||675.00||250.00|
|Articles of Merger or Consolidation/Conversion||932.00||345.00|
|Re-stated Articles of Incorporation||311.00||115.00|
|Articles of Dissolution||405.00||150.00|
|Certificate of Dissolution||27.00||10.00|
|Certificate of Renewal||27.00||10.00|
|Certificate of Correction||270.00||100.00|
|Certificate of Good Standing||95.00||35.00|
|Renewal of Name Reservation||80.00||30.00|
|Certified True Copies of Filed Documents (Including first 3 pages)||27.00||10.00|
|-Each Additional Page||2.00||0.75|
|Copies of Filed Documents (per page)||2.00||0.75|
|Certificate Certifying True Copy of Filed Documents||68.00||25.00|
|Filing Notice of Change of Registered Office/Agent||100.00||37.00|
|Transfer of Domicile to Nevis||702.00||260.00|
|Certificate of Departure||702.00||260.00|
|Emergency Transfer of Domicile to Nevis||932.00||345.00|
|Tax Exemption Letter||176.00||65.00|
|Any other Certificate||68.00||25.00|
|Penalty for late filing of Annual Fees|
|-(First six months)||311.00||115.00|
|-(After six months)||675.00||250.00|
|Corporation Search (inspection only)||27.00||10.00|
|Corporation Search Report||55.00||20.00|
|Administrative Fee (rush request, re-application of fees requests etc).||80.00||30.00|
|Acceptance of Service by Registrar||162.00||60.00|
|Application for Registration of a Charge||540.00||200.00|
|Application for Variation of Registered Charge||432.00||160.00|
|Registration of Satisfaction of Registered Charge||270.00||100.00|
|Filing Notice of Resignation of Registered Agent||100.00||37.00|
|Certificate of Continuation||27.00||10.00|
|Application fee for licence for administrative office||5,400.00||2,000.00|
|Issuing a Statement/Declaration of Involuntary Dissolution||27.00||10.00|
|Annual renewal of licence for administrative office||5,400.00||2,000.00|