NEVIS

INCORPORATING IN NEVIS

OFFSHORE COMPANY FORMATION

GEOGRAPHIC, DEMOGRAPHIC AND GENERAL INFORMATION

GOVERNMENT AND POLITICAL STRUCTURE
Nevis is an independent parliamentary democracy. It is part of the federation of St. Kitts and Nevis, although it may elect to leave the federation by a two-thirds majority in a public referendum. Recently a referendum on secession was defeated. The Federation is an active member of the British Commonwealth. Nevis is a vigorous democracy based upon the British Parliamentary system with an elected local assembly.

Nevis is politically stable and has been declared by the Freedom Foundation in the United States to be one of the ten most free nations in the world.

From the 17 th Century until 1967, Nevis along with its sister island were governed by England as part of the colony of the Leeward Islands, and later, the West Indies Federation. In 1967, St. Kitts and Nevis along with Anguilla became a governing state with Great Britain. In that same year, Anguilla seceded from the Federation.

In 1983, St. Kitts and Nevis achieved full political independence. Consequently, the Federation ceased being an Associated State and attained the status of a Sovereign and Democratic Federal State, which is an independent participant of the British Commonwealth. Under this sovereign status, Nevis has adopted the British Parliamentary System of government. It has its own unicameral legislature and government that has the authority to formulate its own economic decisions. The Federation also has its own representation at the United Nations.

Since attaining independence in 1983, the Federation has had a history of political stability based upon the Westminster model of government and continuity of national policy. The Federation has also been consistently adjudged to be among the world's freest nations by Freedom House, an independent and highly respected research organization in the USA.

LEGAL SYSTEM
The 1983 Constitution provides for a federal parliament headed officially by the governor-general. A cabinet in Nevis is led by the Premier as leader of the majority party in the House of Assembly. The legal system in the island is based upon English common law. Served by a High Court of Justice and a Court of Appeals. There is a Court of Appeal and High Court of the Eastern Caribbean Supreme Court, with all final appeals made to her Majesty's Privy Council in London, England.

CURRENCY AND EXCHANGE CONTROL
The official currency used on the island is the Eastern Caribbean Dollar (ECD) which is shared by eight states throughout the Eastern Caribbean and controlled by the Eastern Caribbean Central Bank (ECCB). The ECD is pegged to the United States dollar (USD) and fixed at ECD 2.70 per dollar of the United States of America. The USD is generally considered to be a second currency and is freely accepted and interchangeable throughout the island. The exchange rate versus other currencies fluctuates according to world money markets. All major credit cards are readily accepted throughout the island.

LEGISLATION
The principal provisions affecting offshore operations and transactions are contained in the following:

BANKING ACT
Confidential Relationship Act 1985

INCOME TAX ACT
Nevis Business Corporation Ordinance 1984
Nevis International Exempt Trust Ordinance 1994
Nevis International Exempt Trust (Amendment) Ordinance 2000
Nevis Limited Liability Company Ordinance 1995
Nevis Offshore Banking Ordinance 1996
Nevis Offshore Banking (Amendment) Ordinance 2000
The Proceeds of Crime Act, 2000
The Intelligence Unit Act.
The Financial Services Commission Act.
Anti-Money laundering Act.

TREATIES
The Federation of St. Kitts and Nevis has entered into a double taxation treaty with the United Kingdom, based on the OECD Model.

The Federation of St. Kitts and Nevis is party to double taxation treaties with Denmark, New Zealand, Norway, Sweden, Switzerland, and the United Kingdom.

The Federation of St. Kitts and Nevis has entered into a Mutual Legal Assistance Treaty (MLAT) with the United States.

TAXATION
Nevis taxes income on a source basis. Income earned outside Nevis is not taxed in Nevis. There is no Nevis income tax for individuals.

Corporations incorporated under the Nevis Business Corporation Ordinance 1984 do not have to submit annual returns and are exempt from Nevis tax. Corporations incorporated under the Companies Act 1885 are subject to a profit tax levied at a rate of 50%. Such companies may qualify for a tax holiday of up to 15 years for an approved project, as well as for exemptions on customs duty on imported goods. Limited liability companies incorporated under the Nevis Limited Liability Company Ordinance 1995 are fully exempt from corporate tax, income tax, withholding tax, stamp duty, asset tax, or other taxes on income originating outside Nevis.

There is no capital gains tax or withholding tax in Nevis. Nevis nationals pay a social services levy of 2% and a social security tax of 5%. There are import duties on certain goods, and there is a land tax that is based on the rental value of buildings and land.

DISCLOSURE OF INFORMATION

SECRECY OF INFORMATION
Secrecy of information is governed by the Confidential Relationship Act 1985. This act prohibits the disclosure of any information obtained in the course of business, and applies to banks, and professionals as well as Government officials. The act provides prison sentences for violation of secrecy provisions and insures complete confidentiality where foreign authorities seek private banking and financial records. Nevis has not entered into any exchange of information agreements.

BANKING SECRECY
Banking secrecy is governed by the Nevis Offshore Banking Ordinance 1996.

DISCLOSURE IN COMPANY FORMATION AND TRUST SETTLEMENT
Disclosure of beneficial ownership is not required on incorporation of a company. Confidentiality is governed by the Confidential Relationship Act 1985.

Companies are not required to be audited, but they must have a local registered office. The name and address of the person or entity forming the company must be kept at the local office.

A trustee is not required to register the beneficiaries of a trust. Moreover, a company or trustee wishing to open a bank account need not disclose the beneficial owner or beneficiaries. This provision applies to limited partnerships as well.

COMPANY LAW ANALYSIS
Corporate Structures

Nevis law recognizes the following types of companies:

Companies incorporated under the Companies Act 1885;

Companies incorporated under the Nevis Business Corporation Ordinance 1984; and

Companies formed under the Nevis Limited Liability Company Ordinance 1995.

Companies incorporated under the Companies Act 1885 are businesses operating locally, such as hotels, real estate owning companies, and commercial enterprises. The act is based on its English equivalent. Such companies are taxed at a rate of 50% unless they have been granted a tax holiday.

NEVIS BUSINESS CORPORATION ORDINANCE (NBCO), 1984
The Nevis Business Corporation Ordinance 1984 governs the establishment of non-resident domestic companies. The Ordinance is based upon American, Delaware and New York laws. However, the ordinance also contains many features of British company law which provides for its utilization by practitioners familiar with either or both types of company statutes.

A Nevis corporation can be incorporated using any name excepting words such as Bank and Insurance. The name of the corporation must be suffixed with either Corporation, Incorporated, Company, Limited, or S.A., or their abbreviations to indicate that it is a corporation with limited liability.
The Articles of Incorporation must be subscribed to by one or more natural or legal persons and they must include:
The corporation's name
The duration of the corporation if not perpetual
The object of the corporation, although it is sufficient to state that the corporation may engage in any lawful act not prohibited under the Nevis Business Corporation Ordinance 1984.
Its address in Nevis and the name and address of the registered agent
The share capital
The class or classes of shares
The number of shares to be issued as registered shares and as bearer shares and whether registered shares may be exchanged for bearer shares and vice versa
The names and addresses of the initial directors
The names and addresses of each incorporator

FORMATION AND REGISTRATION
Under the NBCO, a company may be incorporated to conduct any lawful business and there is no need to enumerate the particular objectives for which the company is incorporated. The registration process is simple and can be accomplished with ease. A person interested in registering an offshore company in Nevis need only provide the name of the company and ensure that the company complies with the provision of the Ordinance. However, no person is authorized to carry on, or hold himself out as carrying on domestic banking, international banking or insurance business in or from within Nevis unless he is appropriately licensed under the Domestic Banking Act, the Nevis Offshore Banking Ordinance or the Insurance Act.

ADMINISTRATION
An offshore company 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 $500,000. Additionally, qualified accountants and such other persons as the Minister of Finance prescribes may be allowed to obtain licenses as registered agents.

NAMES OF COMPANIES
A registered agent may electronically reserve a name with the Registry in seconds at any time of the day or night with the company being registered in less than one day.

ACCOUNTS AND MEETINGS
Offshore companies registered in Nevis need not file annual returns. Corporate records may be kept anywhere in the world and annual general meetings or meeting of the Board of Directors are not required to be held in Nevis.

TRANSFER OF DOMICILE
The Ordinance facilitates the easy transfer of domicile to and from Nevis. One of the most progressive features of the Ordinance is the allowance for the emergency transfer of domicile to Nevis. During periods of strife, war and civil unrest, a company may easily transfer its domicile to Nevis. In certain circumstances, the Registrar of Offshore Companies has the discretion to permit the emergency transfer of domicile without the company first submitting the required paperwork.

NEVIS LIMITED LIABILITY COMPANY ORDINANCE, 1995
With the enactment of the Nevis Limited Liability Company Ordinance (LLC), the island of Nevis boasts of some of the most state-of-the-art LLC legislation in the world. The Nevis LLC is a business entity that provides an alternative to those who might consider using corporations or partnerships.

The owners of Nevis LLC's are referred to as members, who may be thought of in the same way as one thinks of partners in a partnership or shareholders in a corporation. Their precise characterization depends on the nature of the LLC's management. The management may be vested in all of its members as in a general partnership. Alternatively, the company may be run by designated managers, who may but need not come from the ranks of its members. As such, it might be like a limited partnership or a corporation with general partners or officers and directors, respectively in which case the members will be passive investors like limited liability partners or shareholders.

FORMATION OF AN LLC
A Nevis LLC is formed by filing articles of Organisation with the Registrar of Offshore Companies. The company's operation and the rights among the members are defined through an operating agreement. A foreign LLC (or similar entity) may easily convert to a Nevis LLC by a simple conversion procedure. Other foreign entities, such as corporation, may convert after transferring their domicile under an equally simple process. The limited liability company is solely liable for its debts. No member, except those who may have affirmatively guaranteed the LLC's debts has liability for its obligations.

STRUCTURE OF AN LLC
The United States Internal Revenue Service has indicated that limited liability companies generally may be taxed either as corporations or as partnerships, with income and losses flowing through to the members without any incidence of tax effects at the entity level. The Nevis LLC Ordinance permits planners to structure their Nevis LLC in any manner that suits their particular needs.

Protection from creditors :
While most U.S. LLC statutes, as does the Nevis LLC Ordinance, protect the company's assets from the creditors of its members through the limitation of creditors to a charging order, the Nevis LLC Ordinance further specifies that this is the EXCLUSIVE and ONLY remedy available to the creditor and also gives the company the power to redeem the interest of creditors.

COMPANY AVAILABILITY
Nevis , does not, as of this date, have an on-line computerized company incorporation and registration system.
Subject to name approval a Nevis corporation or LLC can be formed within 48 hours. Ready made corporations and LLC's are also available for immediate use.

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