NEVIS

BUSINESS CORPORATION
(BC)

1. What is the annual registration charge for a Nevis Business Corporation and are there any sliding scales relating to authorised share capital?

The annual registration charge for a Nevis Business Corporation is US$220.00. This charge is unaffected by the amount of the company’s authorised share capital.

Annual registration charges are paid for each year following the year of incorporation of the company using the following payment schedule:

$220 Due Date

$100 Penalty
TOTAL $320

$220 Penalty
TOTAL $440

Strike Off Date

Due on the anniversary of the incorporation date and must be paid within one month of that date.

When payment of the annual renewal is made more than one month but less than six months from the anniversary date.

When payment of the annual renewal is made more than six months but less than 12 months from the anniversary date.

When payment of the annual renewal is not made within one year of the anniversary of incorporation.

In addition to the annual registration charge the Nevis Registrar of Companies will, at the request of the company, issue a Certificate of Renewal at a cost of US$5 at the time that the registration charge is paid.

2. What is the government charge to register the incorporation of a Nevis Business Corporation and are there any sliding scales relating to authorised share capital?

The government charge to register the incorporation of a Nevis Business Corporation is US$220.00 regardless of the authorised share capital.

In addition to the registration charge each Nevis Business Corporation must pay US$10 for Certificate of Incorporation of the company and US$5 for the Certificate of Endorsement of the company. These additional charges are compulsory.

3. Are there any requirements to disclose beneficial owners of a Nevis Business Corporation to the general public and are there any requirements to file details of officers and directors with the public or any other Registry in Nevis ?

There are no requirements to disclose beneficial owners of a Nevis Business Corporation to the general public or to file copies of any details of officers or directors with the public or any other Registry in Nevis . However, the government encourages the “Local Agents” to keep registers of such information at their offices in Nevis .

4. Are there any requirements to hold:

a. An annual general meeting of the shareholders of a Nevis Business Corporation; and
b. Meetings of the Directors of a Nevis Business Corporation?

a. Annual general meetings of shareholders are a requirement for a Nevis
Business Corporations.

Section 60 of the Nevis Business Corporation Ordinance 1984 states in part:

60(1) Meetings of shareholders may be held at such place, either within or without Nevis , as may be designated in the bylaws.

60(2) An annual meeting of shareholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the by-laws. Any other proper business may be transacted at the annual meeting.

60(3) A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or cause a dissolution of the corporation except as may be otherwise specifically provided in this Ordinance. If the annual meeting for election of directors is not held on the date designated therefore, the directors shall cause the meeting to be held as soon thereafter as convenient. If there is a failure to hold the annual meeting for a period of ninety days after the date designated therefore, or if no date has been designated for a period of thirteen months after the organization of the corporation or after its last annual meeting, holders of not less than ten percent of the shares entitled to vote in an election of directors may, in writing, demand the call of a special meeting specifying the time thereof, which shall not be less than two nor more than three months from the date of such call. The secretary of the corporation upon receiving the written demand shall promptly give notice of such meeting, or if he fails to do so within five business days thereafter, any shareholder signing such demand may give such notice.

Written resolutions may be used in place of an actual meeting if preferred.

b.The frequency of meetings of the directors of a Nevis Business Corporation shall be governed by the articles of incorporation or the bylaws of the corporation.

Section 52 of the Nevis Business Corporation Ordinance 1984 states in part:

52(2) Unless otherwise provided by the bylaws, regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the bylaws or the board. Special meetings of the board may be called in the manner provided in the bylaws and shall be held upon notice to the directors. The bylaws may prescribe what shall constitute notice of meeting of the board. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the board, unless required by the bylaws.

52(3) Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting the lack of notice.

5. Are there any requirements for a Nevis Business Corporation to prepare annual financial statements?

Subject to any limitations or provisions to the contrary in its articles of incorporation or bylaws there are no requirements for a Nevis Business Corporation to prepare annual financial statements. However, Section 76(1) of the Nevis Business Corporation Ordinance 1984 states:

76(1) Every corporation formed under this Ordinance shall keep correct and complete books and records of account and shall keep minutes of all meetings of shareholders, of actions taken on consent by shareholders, of all meetings of the board of directors, of actions taken on consent by directors and of meetings of the executive committee, if any.

6. Are there any requirements for a Nevis Business Corporation to file any form of annual return or tax  return?

There are no requirements for a Nevis Business Corporation to file any form of annual return or tax return in Nevis . Such corporations are, however, required to provide certain details to the public registry at the time of paying their annual registration charge.

7. What does the annual registration charge filing form for a Nevis  Business Corporation disclose?

The annual registration charge renewal form for a Nevis Business Corporation includes the following details:

– the corporation name
– the corporation number
– the date of incorporation of the corporation
– the renewal date of the licence fee
– the amount being paid
– any penalties being included

8. Are bearer shares permitted for a Nevis Business Corporation?

Bearer shares are permitted for a Nevis Business Corporation.

9. Are there any restrictions relating to the issuance of bearer shares by a Nevis Business Corporation?

The Nevis Island Government has adopted an amendment to the Nevis Business Corporation Ordinance 1984 to require that bearer shares issued by a Nevis Business Corporation be held by a custodian in Nevis on behalf of the shareholder(s). The main features of the new rules are:

– A record must be maintained by the company’s Registered Agent of each bearer share certificate issued by the corporation.

– The Registered Agent (or another approved Nevis-based custodian) must maintain custody of the bearer share certificate on behalf of the beneficial owner.

10. Must all issued shares of a Nevis Business Corporation be fully paid up?

No. Partial calls are permitted.

Section 33 of the Nevis Business Corporation Ordinance 1984 states in part:

33(3) Unless otherwise provided in the subscription agreement, subscription for shares, whether made before or after the organization of a corporation, shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the class or as to all shares of the same series, as the case may be.

33(4) In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. The bylaws may prescribe a penalty for failure to pay installments or calls that may become due, but no penalty working a forfeiture of a subscription, or of the amounts paid thereon, shall be declared as against any subscriber unless the amount due thereon shall remain unpaid for a period of thirty days after written demand has been made therefore.

However, certificates for shares may not be issued until the full amount of consideration therefore has been paid. (See Section 35(2)).

11. Can CHCL Fiduciary Group open bank accounts in Nevis on behalf of it’s clients and, if so, what are the requirements?

CHCL Fiduciary Group can, through its agents in Nevis , arrange for the opening of bank accounts in Nevis on behalf of its clients.

The requirements for bank account establishment of a Nevis Business Corporation are as follows:

a. Notarised copies of valid passports and S.S. cards of all signatories to the account and principal owner if not a signatory.
b. Certified Copy of Certificate of Incorporation or Good Standing Certificate.
c. Certified copy of Articles of Incorporation.
d. Contact details of Company’s present bankers (if applicable)
e. Proof of physical address of company.
f. Proof of physical addresses of the signatories to the account.

12. What is the minimum number of directors that a Nevis Business Corporation may have and what are the restrictions on having less than three directors?

Article 46(1) of the Nevis Business Corporation Ordinance 1984 states:

46(1) The number of directors constituting the entire board shall not be less than three except that where all the shares of a corporation are held by fewer than three shareholders, the number of directors may be fewer than three but not fewer than the number of shareholders. Subject to such limitations, such number may be fixed by the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. If not otherwise fixed under this section, the number shall be three.

13. Are Nevis Business Corporations required to have a President, Secretary and Treasurer or is the appointment of officers optional?

Section 58 of the Nevis Business Corporation Ordinance (1984) states in part:

58(1) Every corporation shall have

(i) a president and treasurer, or a managing director, and

(ii) a secretary, who shall each be appointed by the board or in the manner directed by the articles of incorporation or the bylaws. Such other officers shall be appointed as are required by the articles or the bylaws or as the board may determine are desirable or necessary to carry on the business of the corporation. All officers shall be natural persons except the secretary which may be a corporation.

58(3) Unless otherwise provided in the articles of incorporation bylaws, all officers shall be elected or appointed to hold office until the meeting of the board following the next annual meeting of shareholders, or in the case of officers elected by the shareholders, until the next annual meeting of the shareholders.

58(4) Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.

58(5) Any two or more offices may be held by the same person unless the articles of incorporation or bylaws otherwise provide.

58(8) Officers may be of any nationality and need not be residents of Nevis .

14. What is the standard authorised share capital of a Nevis Business Corporation incorporated by CHCL Fiduciary Group?

The standard authorised share capital of a Nevis Business Corporation incorporated by CHCL Fiduciary Group is US$100,000 divided into 100,000 shares with a par value of US$1.00 each.

15. Can the authorised share capital of a Nevis Business Corporation be denominated in any recognised  currency?

While the Ordinance is silent on the matter the Registrar of Companies in Nevis accepts authorised share capital of a Nevis Business Corporation denominated in any recognised currency.

16. How many members must a Nevis Business Corporation have?

There are no restrictions on the number of members a Nevis Business Corporation may have.

17. Is it true that a Nevis Business Corporation must have a Registered Office and a Registered Agent? If so, who can fill these positions?

Section 17(1) of the Nevis Business Corporation Ordinance 1984 states:

17(1) A corporation subject to this Ordinance shall at all times have a registered agent in St. Christopher and Nevis . A corporation which fails to maintain a registered agent in St. Christopher and Nevis shall be in contravention of this Ordinance.

Furthermore, Section 17(7) and 17(8) state:

17(7) Only a barrister or solicitor admitted to practice in St. Christopher and Nevis or a corporation having paid-in capital of at least EC$500,000.00 may act as registered agent.

17(8) No barrister or solicitor or corporation shall act as registered agent unless first licensed by the Minister. The original application for licensing shall be in the prescribed form and accompanied by the prescribed fee and there shall be an annual fee payable in January of each year.

Regarding a Registered Office, Section 25(5) of the Nevis Business Corporation Ordinance 1984 states:

25(5) The articles of incorporation shall set forth:

The address of the corporation in Nevis , which shall be the address of its registered agent.

18. What restrictions on the use of names a Nevis Business Corporation have and what words must be included to indicate limited liability?

Section 22(1) of the Nevis Business Corporation Ordinance 1984 states:

22(1) Except as otherwise provided in subsection (2) of this section, the name of a corporation:

(i) Shall contain the word “corporation”, “incorporated”, “company”, or “limited” or other words or an abbreviation of one of such or other words as will clearly indicate that it is a corporation as distinguished from a natural person or partnership.

Also, a company name including the following words may involve the need for government approval or licensing prior to incorporation:

Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Co-operative, Imperial, Insurance, Fund Management, Investment Fund, Loans, Municipal, Royal, University.

19. Can meetings of directors and shareholders of a Nevis Business Corporation be held anywhere in the world?

Article 52(1) of the Nevis Business Corporation Ordinance 1984 states:

52(1) Meetings of the board, regular or special, may be held at any place within or without Nevis , unless otherwise provided by the articles of incorporation or by the bylaws. The time and place for holding meetings of the board may be fixed by or under the bylaws, or if not so fixed, by the board.

Additionally, Article 60(1) of the Nevis Business Corporation Ordinance 1984 states:

60(1) Meetings of shareholders may be held at such place, either within or without Nevis , as may be designated in the bylaws.

20. Can meetings of directors and shareholders of a Nevis Business Corporation be held by written  resolution?

Meetings of directors and shareholders of a Nevis Business Corporation be held by written resolution.

Article 76(1) of the Nevis Business Corporation Ordinance 1984 states:

76(1) Every corporation formed under this Ordinance shall keep correct and complete books and records of account and shall keep minutes of all meetings of shareholders, of actions taken on consent by shareholders, of all meetings of the board of directors, of actions taken on consent by directors and of meetings of the executive committee, if any.

21. How long does it take to get:

a. A Nevis Business Corporation name check?
b. Incorporation of a Nevis Business Corporation completed?
c. Dispatch of a Nevis Business Corporation documentation?

Under normal conditions:

a. Names of a Nevis Business Corporation can be checked within one hour.

b. Incorporation of a Nevis Business Corporation can be completed within one working day.

c. Dispatch of a Nevis Business Corporation corporate pack can be completed within two working days of incorporation.