Nevis IBCs: Key Features & Procedures

With plenty of benefits, more entrepreneurs are seeking opportunities for their businesses in offshore jurisdictions – the places where they can register a business but perform operations across borders. Nevis, a small island comprising the ​​Federation of St. Kitts and Nevis in the Caribbean, has great competitive advantages for offshore businesses.

In addition to the Nevis Limited Liability Company (LLC), a Nevis International Business Corporation (IBC) is the most popular legal form in the country. Let’s discover the business entity in more detail.

Definition and key features of a Nevis IBC

For many entrepreneurs, especially ones new to the business, the term Nevis IBC may cause confusion. A Nevis IBC, or Nevis International Business Corporation, is an offshore company formed under Nevis’s laws but conducts business in other countries.

KEY FEATURES

Corporate legislation. The legal system of Nevis is based on English Common Law. Nevis IBCs are formed under the Nevis Business Corporation Ordinance of 1984 (NBCO) with some amendments in later years.

Corporate structure. Under the Ordinance, a Nevis IBC formation requires at least one shareholder and one director. Moreover, a shareholder can be a natural person or a company, or an organization.

Types of shares. A Nevis IBC can own registered shares and bearer shares. Bearer shares are only permitted with the approval of the Registrar of Corporations or the Regulator.

Important Note

Registered shares that are registered can be tracked to the share owners with their names and other details.

Bearer shares are not registered and must be held in safe custody by an approved trustee. The information about share ownership is not specified, so they are used to protect assets in some situations such as bankruptcy.

Trading restrictions. A Nevis offshore company is not allowed to do real estate business within the territory of the country. Conducting banking or insurance business in the country requires business licenses and approval from the government.

What is the Nevis IBC best-suited for?

The Nevis IBC is known to be best suited for business relating to estate planning, asset safeguarding and confidentiality, tax optimization, holding company, and financial administration.

A Nevis IBC, on the other hand, is prohibited from doing business within Nevis or in the real estate market, as well as in the banking, insurance, fund, and collective investment sectors.

Main advantages and disadvantages of a Nevis IBC

Being well-known as an offshore jurisdiction, Nevis has become a hotspot for many business incorporators all over the world. There are multiple reasons why many entrepreneurs opt for Nevis IBC formation.

Favorable tax treatments. Taxation is always the most concerning topic for offshore business owners. Nevis taxation is one of the top factors attracting a significant number of entrepreneurs opting for business incorporation in the country. Below are preferential tax policies that a company can enjoy as a registered IBC in Nevis:

• No corporate tax for income sourced out of the border;
• No estate, inheritance, gift, duty, capital gains taxes, withholding tax, stamp tax, asset tax, or other taxes and fees levied on assets and income generated beyond St. Kitts and Nevis.

The flexibility of shareholders, officers, and directors. There is no residency requirement for shareholders, officers, and directors of a Nevis IBC. They can reside outside the country and participate in corporate meetings using online platforms. They can also be individuals or any business entities. Moreover, there is no limitation on corporate ownership.

No exchange control. To encourage more foreign businesses to register in the country, Nevis applies no exchange control on IBCs. So your company can use and exchange any currency at your convenience. Besides, the authorized share capital can be performed in any recognized currency.

A high layer of corporate anonymity. Nevis legislation allows the company registered within the border to use nominee directors and shareholders. Therefore, the information of the company’s members and shareholders will be kept confidential. The information just needs to be provided internally or by court order.

Fewer maintenance requirements. There is no need to file corporate financial reports or audits. Corporate and accounting records just need to be submitted to the registered agent or tax authorities. Still, an annual renewal fee must be paid from the second year of corporate registration to maintain the company’s legal existence.

Remote access. With support from authorized registered agents or service providers, business procedures and affairs can be processed remotely such as company registration, bank account opening, contract signing, and investing.

Besides many benefits provided by a Nevis IBC, there is one disadvantage of this legal entity is that the company is not allowed to operate the business in some specific fields.

Required documents for Nevis Business Incorporation

Individuals or businesses wishing to establish a registered corporation in Nevis must do so through a registered and authorized agent.

To legally start the Nevis business registration procedure, the following documentation must be met:

• a notarized passport photocopy
• Notarized address information
• Proposed firm name
• Amount of share capital

The following step is to file the company’s memorandum and articles of organization with the Nevis Registrar, along with a document stating that a registered agent agrees to operate in his or her role.

The registered agent conducts due diligence and, after satisfying all of the conditions imposed by the Register, issues a certificate of incorporation.

Note that the registered agent is given the authority to establish the offshore company and sign the formation paperwork on behalf of the customer, eliminating the need for the client to go to the jurisdiction physically.

Nevis IBCs vs LLCs

A Limited Liability Company (LLC) and an International Business Company (IBC) are the two forms of offshore businesses that can be established in Nevis because of their benefits. let’s dive a little into this matter.

• As an offshore IBC in Nevis, you are eligible for any legal business activities. But what makes it so popular among foreign business owners is because of the followings:
• The company’s founders and officials are subject to much more flexible regulations; they may be individuals or entities, inhabitants of Nevis, or non-residents. To manage the business, managers can be employed. There is no requirement for shareholders to convene general meetings. Powers of Attorney can be signed by the company’s officials.
• Financial reports and audits are not required, but the corporation’s financial records must be retained and provided upon request from the registered agent or the tax authorities.
• Any national currency may be used as the registered capital of an IBC with a Nevis address. Bearer shares may be issued, but the registered agent must maintain their record.
• Any national currency may be used as the registered capital of an IBC with a Nevis address. Bearer shares may be issued, but the registered agent must maintain their record.
• A Nevis-based IBC’s articles of association can be changed at any time. Additionally, the offshore company may merge with regional subsidiaries of foreign corporations.
• Any foreign corporation may reregister in Nevis as an offshore IBC.
• Business activities might make advantage of double taxation avoidance agreements.
• Additionally, Nevis has a fantastic bank that will meet all of your business needs.

An LLC in Nevis will be the perfect choice if you looking for asset protection. Furthermore, a Nevis-registered Limited Liability Company can be utilized for any legitimate commercial activity, such as commerce, estate management, service operations, and so on.

Many of the country’s LLCs do business with US partners. An LLC has the same benefits as an IBC, however, there are additional aspects that are unique to LLCs:

• Pass-through taxation occurs when profits and taxes are transferred from the firm to the owners.
• A less complicated registration procedure since fewer documents are necessary;
• It is less expensive to establish an LLC in Nevis; the firm founder can serve as its director.

How to register a Nevis IBC

Forming a Nevis IBC requires business owners to file the Articles of Incorporation to the Registrar of Corporations. There are four main steps to registering a Nevis IBC.

Step 1: Identifying a registered agent

Under the Ordinance, the incorporators must appoint and maintain a registered agent to work on behalf of the company to receive legal papers and notices from the Registrar of Corporations. Below are factors to determine a qualified registered agent:

• Maintaining a physical registered office in St. Kitts and Nevis;
• Being a barrister or solicitor admitted practicing in the country;
• Being licensed by the Minister.

The Registrar of Corporations can act as a registered agent if your company fails to maintain an authorized agent in Nevis.

Step 2: Selecting the corporate name

It is required for business incorporators to choose a corporate name complying with Nevis law. The selected name shall:

• Being the unique name in the company register;
• Including the word “corporation”, “incorporated”, and “limited” or their abbreviations, or other words that distinguish the corporation from a natural person or partnership.

You can always check if your desired corporate name is available or not. The corporate name can be reserved to avoid being taken by other business incorporators.

Step 3: Filing the Articles of Incorporation

The Articles of Incorporation act as proof of your company’s existence in the Registrar of Corporations. Below are required information for the articles:

• The name of the corporation;
• A statement that the company is registered under the Ordinance;
• The corporate purpose;
• The company address which shall be the address of the registered agent;
• The number of registered shares to be authorized and shares to be issued;
• The number of bearer shares, if any;
• Names and addresses of the initial directors who serve the company until the first annual corporate meeting;
• The name and address of each incorporator.

The Articles of Incorporations must be signed by the incorporators – who work on behalf of the company to do the filing.

Step 4: Holding organization meetings and adopting bylaws

The corporate meeting will be held by the initial directors or the incorporators to adopt bylaws, and appoint officers. There may be the appointment of the directors if the initial ones are not listed in the Articles of Incorporation.

All corporations formed under the Ordinance are required to have bylaws. The bylaws can be included in the Articles of Incorporation. If not, it can be adopted by the initial board of directors or shareholders. Later amendments will be processed via voting between shareholders.

Bylaws contain all information relating to the corporation and its business affairs such as the company details, the information of directors, shareholders, and officers, rights and obligations of members, and company regulations.

Other Considerations

Business licenses and permits. Specific businesses are required to obtain business licenses and permit to lawfully register their businesses in Nevis.

You should contact departments that are responsible for issuing licenses and permits to know if your businesses must apply for licensed registration.

Bank account opening. A bank account is not mandatory for a Nevis IBC but you can’t track and manage your corporate business finances without it.

It is very difficult for foreign entrepreneurs to get a business bank account opened because of abundant paperwork and maybe a personal visit. Support from professionals in this matter is crucial to avoid arising problems.

Learn more about our opening a bank account for St. Kitts & Nevis company service.

Annual shareholder meeting. Every year, a shareholder meeting will be held to elect a new board of directors. The meeting will be designated in the bylaws. All activities and resolutions made by shareholders are recorded in meeting minutes.

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Conclusion

With many benefits, a Nevis IBC becomes an ideal option for entrepreneurs who want to incorporate offshore businesses. After reading the article, you must understand briefly the legal entity’s key characteristics as well as its incorporation process.

The most complicated part is to form your Nevis IBC as the procedures are troublesome and controlled by Nevis legislation. Contact us for further advice on incorporating a Nevis IBC through our chatbox or feel free to send a message via service@bbcincorp.com.