The Nevis LLC provides more confidentiality, more flexibility and more advantages for the corporate and individual user. It is a business entity that provides an alternative to those who might consider using corporations or partnerships.
With the enactment of the Nevis Limited Liability Company Ordinance, the Island of Nevis boasts state-of-the-art LLC legislation aimed at solving many of the problems that perturb lawyers and business persons using or hoping to use LLCs. It is analogous to the limited liability company in the USA, to limited life companies elsewhere in the Caribbean, to the GmbH in Germany, to the SARL in France and to Limitadas in Latin America.
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 effect at the entity level. The Nevis LLC Ordinance permits planners to structure their Nevis LLC in any manner that suits their particular needs. It may be used for any legitimate business venture or professional practice anywhere in the world outside Nevis, including international financing arrangements for US or non US operations, real estate holdings, manufacturing concerns and as an operational or investment vehicle for offshore trusts.
Most international LLC statutes 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 remedy available to the creditor and also gives the company the power to redeem creditor’s interests.
One or more persons can form a Nevis LLC, such person or persons do not have to be a member or members of the LLC. The company is managed by a manager exclusive of the members or by all of the members. Managers may be corporations or individuals. The Nevis LLC should have at least one member and such member can be the Manager or any other person or business entity.
Upon the formation of a Nevis LLC, the members can enter into an Operating Agreement that may contain details of matters relating to the affairs of the business. Such agreement need not be in writing. Note:
– A manager of a Nevis LLC is entitled to keep confidential from the members any information in the nature of trade secrets;
– No initial capital is required at formation;
– The company is not required to issue any share or shares to commence operations;
– No shareholders are required at or after formation;
– Nevis LLCs do not require the appointment of directors or officers;
– Corporations are permitted to act as Managers and/or members.
With regard to their purposes and powers, an LLC formed in Nevis may be used for “ANY LAWFUL BUSINESS” purpose or purposes. Many companies and individuals conduct Mutual Funds, Insurance, Stock Broking and other investment programmes through their Nevis LLCs.
In their relationships with third parties, any LLC formed under the Nevis Limited Liability Company Ordinance 1995 shall be a legal entity with separate rights and liabilities, distinct from its managers or members. Note:
– A limited liability company shall be liable for its own debts, obligations and liabilities; and
– The failure of a Nevis LLC to keep or maintain records shall not be grounds for imposing liability on any manager, member or agent.
For operational purposes, as opposed to a Nevis Business Corporation where the directors adopt By-Laws, the members of a Nevis LLC may enter into an “Operating Agreement”. All members must agree to such agreement before it becomes effective.
Unless the articles of organisation state otherwise, such agreement does not have to be in writing. Note:
– Entering into an operating agreement is not mandatory; and
– An operating agreement need not be in writing.
The information needed for our office in Nevis to form a Nevis LLC is minimal. We need:
– The desired name of the LLC;
– The name and address of a person or a corporation that will act as the “Manager” of the LLC; and
– At least one name and address of a proposed member of the LLC.
In summary, the Nevis Limited Liability Company Ordinance features:
– Exemption from tax and exchange controls.
– Right to anonymity of ownership, management and assets.
– Flexible management structure.
– No requirements for financial or annual reports to be filed.
– Designation of manager is optional.
– Strict confidentiality.
– No residency requirements for managers, members or any other officers of the LLC.
– Maintenance of records is optional.
– Any one person or persons forming an LLC need not be a member or members of the LLC.