Nevis Corporate Law

The Nevis Business Corporation Ordinance ("the Act") was enacted in 1984 and provides for the incorporation of Nevis International Business Companies (NBC's). It also provides for registration of existing non-Nevis companies in Nevis. NBC's are becoming increasingly popular as the Nevis jurisdiction grows and becomes more internationally recognised.

The Nevis Business Corporation Ordinance, 1984

A NBC can be organised to conduct any lawful business and is easily incorporated. Provided the NBC does not carry on business in Nevis, the NBC is exempt from corporate tax, income tax, withholding tax, stamp tax, asset tax, exchange control or other fees or taxes based or measured by assets or income originating outside of Nevis.

Significant Features of NBC's are:

1. Shareholders, Directors and Officers

• the minimum number of directors is one

• only one shareholder is required

• shareholders, directors and officers can be of any nationality

• a company secretary is required

• a register of members must be maintained as part of the company's internal records, but this can be held anywhere in the world

2. Share Capital

• there is no minimum share capital requirement

• shares can be denominated in any currency and can be issued for consideration other than cash

• shares may be issued in bearer form

• shares may be issued with or with out par value

• it is able to purchase or redeem its own shares out of surplus

3. Incorporation

The only document required to be filed at the Companies Registry is the Articles of Incorporation (equivalent to the Memorandum of Association) which includes;

• the name of the corporation

• the purpose for which it was formed

• the address of the corporation in Nevis

• the number of shares which the NBC has authority to issue

• the name and address of the incorporator

The Articles of Incorporation do not include details of directors or shareholders

• the by-laws of the NBC (equivalent to the Articles of Association) do not need to be filed at the Companies Registry

• an NBC can be incorporated within 24 hours of receipt of instructions and the incorporation documentation can be available from the Companies Registry within 48 hours

• Chinese language Articles of Incorporation are allowed

4. Meetings and Filing Requirements

• meetings need not be held in Nevis

• there is no need to file any annual return

• resolutions may be passed by meetings held by telephone, video or similar communication medium

• audited accounts are not required

5. Name Reservation

• a name can be reserved easily for a period of up to 120 days

• the reservation can be renewed for up to an additional 240 days

• Chinese language names are allowed

6. Redomiciliation

• companies can be redomiciled into and out of Nevis easily

• there is provision for the emergency transfer of domicile to Nevis

7. Secrecy and Confidentiality

• an NBC is subject to strict confidentiality

• there is no disclosure of beneficial ownership