The Nevis LLC is a business entity that provides an alternative to those who might consider using corporations or partnerships. An LLC formed under the Nevis Limited Liability Company Ordinance (NLLCO) shall be a legal entity with separate rights and liabilities, distinct from its managers or members. Therefore, the LLC shall be liable for its own debts, obligations and liabilities.
An LLC formed in Nevis may be used for any lawful business purpose. It may be used for any legitimate business venture or professional practice including international financing arrangements for US or non-US operations, real estate holdings, manufacturing concerns and as an operational or investment vehicle for international trusts.
The owner of a Nevis LLC is referred to as a member, who may be thought of in the same way as one thinks of partners in a partnership or shareholders in a corporation. Their precise characterisation depends on the nature of the LLC’s management. One or more persons can form a Nevis LLC, such person or persons do not have to be a member of the LLC. The Nevis LLC should have at least one member and such member can be the Manager. Any other person or business entity can also act as Manager. The LLC can be supervised exclusive of the members or by all of the members. Corporations are permitted to act as Managers and/or members. The Nevis LLC does not require the appointment of officers. This allows for there to be flexibility in the management structure.
By virtue of the legislation, a Nevis LLC is required to maintain a registered agent in Nevis. Failure to do this can result in the dissolution of the LLC. A Nevis LLC is formed by filing Articles of Organisation with the Registrar of Companies. No initial capital is required at the formation of a Nevis LLC and the LLC is not required to issue any membership interest to commence operations. The members of a LLC may enter into written “Operating Agreement” but this is not mandatory unless specified by the Articles of Organization. The company’s operation and the rights among the members are defined through the operating agreement.
A foreign LLC (or similar entity) may easily transfer its domicile to Nevis. Other foreign entities, such as corporations, may convert to a Nevis LLC after transferring their domicile under an equally simple process. There is also provision for emergency transfer of domicile into Nevis by application to the Registrar of Companies.
Part IV of the NLLCO offers direction on the formation of LLCs.
The organisation of an LLC must be carried out by a duly licensed registered agent. The formation may be achieved in twenty four (24) hours.
- The name of limited liability company may be reserved.
- The registered agent files the Articles of Organisation with the Registrar of Companies.
- The Articles of Organisation must include the following:
- the name of the limited liability company;
- the authenticated translation of the name of the limited liability company, if it is so registered;
- a statement that the limited liability company is formed under this Ordinance;
- the latest date on which the limited liability company is to dissolve, or if the limited liability company shall have unlimited duration;
- the name of the registered agent of the limited liability company;
- the registered office address of the limited liability company in Nevis which shall be the registered office of its registered agent;
- whether the limited liability company is managed by managers exclusive of the members or by all of the members in their capacity as members;
- the purposes for which the limited liability company is formed;
- the name and address of each organiser of the limited liability company.
|Type of Document||XCD||USD|
|Articles of Organization||675.00||250.00|
|Articles of Organization with Operating Agreement as exhibit||810.00||300.00|
|Articles of Amendment||432.00||160.00|
|Annual Renewal Fee||675.00||250.00|
|Restated Articles of Organisation||311.00||115.00|
|Articles of Dissolution||405.00||150.00|
|Certificate of Dissolution||27.00||10.00|
|Articles of Merger/Consolidation/Conversion||932.00||345.00|
|Certificate of Renewal||27.00||10.00|
|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)
|Each additional page||2.00||0.75|
|Copies of Filed Documents (per page)||2.00||0.75|
|Certificate of Certifying True Copy of file 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|
|Conversion of Nevis Business Corporation to Company||608.00||225.00|
|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|
|Reinstatement Fee/Restoration Fee||540.00||200.00|
|Certificate of Correction||270.00||100.00|
|Company Search ( includes inspection only)||27.00||10.00|
|Company Search Report||55.00||20.00|
|Administrative Fee (rush requests, re-application of fees request etc.)||80.00||30.00|
|Acceptance of Service of Process by the Registrar||162.00||60.00|
|Certificate of Formation||27.00||10.00|
|Application for Registration of a Charge||540.00||200.00|
|Application for Variation of a Registered Charge||432.00||160.00|
|Registration of Satisfaction of a Registered Charge||270.00||100.00|
|Filing Notice of Resignation of Registered Agent||100.00||37.00|
|Certificate of Continuation||27.00||10.00|
|Issuing a Statement/Declaration of Involuntary Dissolution||27.00||10.00|
|Application fee for licence for administrative office||5,400.00||2,000.00|
|Annual renewal of licence for administrative office||5,400.00||2,000.00|
|Failure to obtain or designate a new Registered Agent||1,350.00||500.00|