Guide:
The ultimate guide to setting up a NEVIS IBC

As a leading jurisdiction in offshore services, Nevis offers some of the most secure IBC laws in the world with a sophisticated legal framework and highly developed banking systems. The reputable jurisdiction offers favorable corporate, financial, and tax laws with high regard for economic liberty. The incorporation process allows for flexible structures with ease of operation and maintenance and is quick and simple to set up. Directors and shareholders can also benefit from Nevis´s strict confidential laws which are committed to maintaining privacy and protection of legitimate business practices.


Benefits


Resident Agent & Registered Office

A registered agent is a corporation, Attorney, or Law Firm of Attorneys licensed by the Nevis Island Administration to provide fiduciary services.

A registered office is the office of a registered agent that maintains requisite records and accepts service of process, legal communications, and notices. The registered office also performs the traditional corporate functions such as dealing with correspondence, paying fees, and filing.

All Nevis IBCs are required to have a local resident agent and registered office.

Name of Company

Names cannot be the same or similar to any names appearing in the Registrar of Corporations. It can be in any language, with an official English translation included. The articles of incorporation will be in English.

The Nevis IBC must include a suffix such as “Limited”, “Corporation”, “Incorporated”, “Society Anonyme” or “Sociedad Anonima” or “Aktiengesellschaft” or the abbreviations “Ltd.”, “Corp.”, “Inc.” or “S.A.” or “A.S.” or “A.G.”

Certain words are restricted in the names of Nevis entities such as banking, insurance, loans, and fund management. A current list of restricted words can be requested and provided. Companies that wish to be incorporated with a restricted word may require special licensing and will need to request approval from the Ministry of Finance.

Directors

Nevis IBC requires a minimum of 1 director, who can be of any nationality and reside anywhere in the world. Directors can be corporate entities or natural persons. Information of the directors is required to be obtained and maintained by the Registered Agent of the corporation and is not publicly disclosed in the Registrar of Corporations.

Officers

The Nevis IBC may maintain officers such as a President, Secretary, Treasurer, or Managing Director, or as determined by the directors, however, it is no longer mandatory for a corporation to have any officers. Officers can be of any nationality and reside anywhere in the world and can be corporate entities or natural persons. Information about the officers is required to be obtained and maintained by the Registered Agent of the corporation and is not publicly disclosed in the Registrar of Corporations.

Shareholders and Beneficial Owners

Shareholders can be corporate entities or natural persons, of any nationality and reside anywhere, in whose name shares of the company are registered. Nevis IBC requires a minimum of 1 shareholder to incorporate.

Under section 2 of the Nevis Business Corporation Ordinance, 2017 (NBCO), beneficial owner is defined as the natural person(s) who ultimately owns or controls a corporation and/or the natural person on whose behalf a transaction is being conducted and/or the natural person who exercises ultimate effective control over a corporation. Information about the shareholders and beneficial owners is required to be obtained and maintained by the Registered Agent of the corporation in order to fulfill AML/CFT Regulations. The shareholders and benefits are not publicly disclosed in the Registrar of Corporations and changes in beneficial ownership or shareholdings are confidential however the changes must be reflected in the records held by the Registered Agent.

All directors and shareholders may act by unanimous consent, without a meeting, and are allowed to issue proxies in writing.

Share & Share capital

The authorized share capital may be demonstrated in any recognized currency. There is no required minimum or maximum amount of paid-up share capital.

Registered shares of par or no-par value, preference shares, redeemable shares, and voting or non-voting share are allowed. The standard authorized share capital is either 1000 no par value shares or USD 100,000 authorized share capital with a par value of USD 1. Shares may be one or more classes or one or more series with such voting powers, full or limited, or without voting powers and in such series and with such designations, preferences, and relative, participating, optional or special rights and qualifications, limitations or restrictions.

Bearer shares are allowed with the approval of the Registrar of Corporations, however, are immobilized. 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.


Financial Statements and Corporate Records

Corporations are under an obligation to maintain basic information, such as:

  • Minutes of shareholders and of actions taken on consent by shareholders.
  • Minutes of directors and of actions taken on consent by directors.
  • Register of shareholders, which contains the names and addresses of all registered shareholders, the number and class of shares held by each, and the dates when they became the owners of record thereof.
  • Proper books and records including where applicable, material underlying documentation including contracts and invoices and should reflect details of:
  • All sums of money received and expended by the corporation, and the matters in respect of which the receipt and expenditure takes place; and
  • All sales and purchases and other transactions and the assets and liabilities of the corporation.

The books and records should:

  • Correctly explain all transactions;
  • Enable the financial position of the corporation to be determined with reasonable accuracy at any time; and
  • Allow financial statements to be prepared.

These records must either be maintained in Nevis at the registered office of the corporation or at such other place or places as the directors think fit, however, it must be readily accessible by the Registered Agent of the corporation and the FSRC – Nevis Branch upon request. They are to be preserved by the corporation for a minimum of 5 years from the date on which they are prepared.

While Nevis IBCs are required to maintain financial and corporate requirements, they do not need to file any statements nor are there audit requirements.


Annual General Meetings (AGMs)

Shareholder’s meetings can be held at any location within or outside of Nevis.

Exchange Control

There are foreign exchange control restrictions in Nevis.

Trading Restrictions

A Nevis IBC cannot do business within Nevis nor conduct business in real estate and must get a license and proper approval to operate as a banking or insurance business.

Corporations Fees

Annual government corporation fees of USD 200 (per standard authorized capital) are due from the anniversary of the incorporation and every anniversary thereafter. Nevis also requires all entities to have a registered agent and registered office in Nevis, which are subject to the agent´s fees.

If corporations are not annually renewed or dissolved, the Registrar of Corporations may strike off the name of the company and will dissolve the corporation without a formal winding up. However, the liability of every director and member of the company continues and may be enforced as if it had not been dissolved.

Merger, consolidation, dissolution, and transfer of domicile

Nevis IBCs may amend their Articles of Incorporation, merge or consolidate with foreign or Nevis corporations, or file Articles of Dissolution. Additionally, any corporation formed in Nevis or in another jurisdiction may easily re-domicile into or out of Nevis, granted the jurisdiction allows provisions for re-domiciliation.

Under unusual conditions when a foreign company’s domicile undergoes or is threatened by conditions of civil unrest, revolution, invasion, or expropriation, the company may file an Application for Emergency Transfer of Domicile.


Company Taxation

Companies are exempt from all taxes as long as they conduct their business exclusively with person(s) who are not residents of the Federation.

A Nevis offshore company is exempt from taxation on the income generated outside of Nevis inclusive of:

  • No income taxes
  • No estate taxes
  • No Inheritance taxes
  • No Gift taxes
  • No Duty taxes
  • No Corporate tax
  • No Withholding tax
  • No Stamp tax
  • No Asset tax
  • No Dividend tax

Corporations may opt to become tax residents of Nevis and will then be required to file annual tax returns and corporate tax to the Inland Revenue Department in Nevis.


Process of Incorporation

Nevis IBCs can be incorporated remotely. Offshore Circle requires a completed Nevis IBC form along with KYC forms and KYC requirements to proceed. Once the required documentation is received and all due diligence processes are approved, Offshore Circle can reserve the corporation´s name on the Nevis Online Registration Module and file the articles of incorporation at the Registrar of Corporations, through our partnered local resident agent. Upon approval, the certificate of incorporation is issued, and clients can receive their corporate documents digitally or via courier.

The Company Incorporation Packages Includes:

  • Government Registration Fee (First year)
  • Registered Office Address (First year)
  • Registered Agent Services (First year)
  • Certificate of Incorporation
  • usiness Registration
  • Memorandum and Articles of Association
  • Share Certificates
  • Register of Directors
  • Register of Officers
  • Register of Shareholders


Required Documentation


Latest News

Island Living – Real Estate Investment vs Private Property Investment

Category: Investments | News

Citizenship by Investment in the Caribbean has traditionally been aimed at high-net worth individuals who Read More

Grenada Citizenship-by-Investment – what happened to the Kawana Bay Resort and what it means for CBI Investors.

Category: Citizenship | News

Instituted in 2017, Grenada’s CBI program is one of the more expensive citizenship-by-investment programs in Read More

CARICOM & Citizenship-by-Investment in the Caribbean

Category: Citizenship | News

If the right to live and work on an idyllic island is not enough – Read More

Island Living – Real Estate Investment vs Private Property Investment

Category: Investments | News

Citizenship by Investment in the Caribbean has traditionally been aimed at high-net worth individuals who Read More

Grenada Citizenship-by-Investment – what happened to the Kawana Bay Resort and what it means for CBI Investors.

Category: Citizenship | News

Instituted in 2017, Grenada’s CBI program is one of the more expensive citizenship-by-investment programs in Read More

CARICOM & Citizenship-by-Investment in the Caribbean

Category: Citizenship | News

If the right to live and work on an idyllic island is not enough – Read More

Contact Us

Keep up to date with the latest news in the offshore world.