LLC Incorporation Overview

The Nevis LLC is a business entity that provides an alternative to those who might consider using corporations or partnerships. An LLC formed under the Nevis Limited Liability Company Ordinance shall be a legal entity with separate rights and liabilities, distinct from its managers or members. Therefore, the LLC shall be liable for its own debts, obligations and liabilities.

An LLC formed in Nevis may be used for any lawful business purpose. It may be used for any legitimate business venture or professional practice including international financing arrangements for US or non-US operations, real estate holdings, manufacturing concerns and as an operational or investment vehicle for international trusts.

The owner of a Nevis LLC is referred to as a member, who may be thought of in the same way as one thinks of partners in a partnership or shareholders in a corporation. Their precise characterisation depends on the nature of the LLC’s management. One or more persons can form a Nevis LLC, such person or persons do not have to be a member of the LLC. The Nevis LLC should have at least one member and such member can be the Manager or any other person or business entity. The LLC can be supervised exclusive of the members or by all of the members. Corporations are permitted to act as Managers and/or members. The Nevis LLC does not require the appointment of directors or officers. This allows for there to be flexibility in the management structure.

By virtue of the legislation, a Nevis LLC is required to maintain a registered agent in Nevis. Failure to do this can result in the dissolution of the LLC. A Nevis LLC is formed by filing Articles of Organisation with the Registrar of Offshore Companies. No initial capital is required at the formation of a Nevis LLC and the LLC is not required to issue shares to commence operations. The members of a LLC may enter into written or verbal “Operating Agreement” but this is not mandatory unless specified by the articles of organization. The company’s operation and the rights among the members are defined through the operating agreement.

A foreign LLC (or similar entity) may easily convert to a Nevis LLC by a simple conversion procedure. Other foreign entities, such as corporations, may convert after transferring their domicile under an equally simple process. There is also provision for emergency transfer of domicile.

The Nevis LLC Ordinance gives members added protection by stating explicitly that naming a member or manager in any legal action brought against the company is legal grounds for dismissal or at the very least motion for a  mis-joinder.

Incorporation Procedure

  • The name of Limited Liability Company may be reserved.
  • The registered agent files the Articles of Organisation with the Registrar of Companies and Trusts. The Articles of Incorporation must include the following:
    i. The name of the limited liability company;
    ii. A statement that the LLC is incorporated under the NLLCO;
    iii. The latest date on which the LLC is to be dissolved; if any.
    iv. The name and address of the registered agent;
    v. Whether the LLC is managed by managers exclusive of the members of by all of the members in their capacity as members
    vi. The articles must be signed by the organizer and this signature must be notarized;

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