The island of Nevis continues to take steps to improve the quality of the financial products and services offered by the jurisdiction. One such step is the passing of the Nevis Limited Liability Company Ordinance 2017 (NLLCO 2017) in the Nevis Island Assembly. The overall objective of the Bill is to repeal and replace the Nevis Limited Liability Company Ordinance Cap. 7.04 (N), the law which has been in force since 1995 (the “existing Ordinance”) with the new Ordinance, to make provisions for the law relating to limited liability companies (LLCs) and for matters incidental thereto or connected therewith.Below is a small sample of some of the key revisions and amendments, for more information contact us.
Inspection of register of companies
This section provides that any person may inspect or make copies of the public instruments which have been filed by the limited liability company (LLC). This right to inspect is subject to payment of a prescribed fee for facilitation of the service by the office of the Registrar.
Registration of charges
This part added to the Bill is in keeping with modern trends to have said procedures detailed in legislation relating to charges created by a LLC and how the charges are to be dealt with and recorded both by the LLC and the Registrar of Companies.This part would centralize registration of charges at the office of the Registrar of Companies, regulate such registration and place Nevis on par with other jurisdictions which have a Register of Mortgages and Charges which is open for public inspection and ahead of those who don’t. Key information to be noted about registration of charges are as follows:
- A “charge” is defined as any instrument which creates a security interest, over a corporation’s shares or property or a limited liability company’s membership interest or property, whether fixed or floating, wherever situated, and any variation of such instrument, which is created after the effective date of this Ordinance, but not an interest arising by operation of law.
- The Registrar of Companies will maintain a register of charges of all charges, variations or satisfactions of registered charges which have been registered pursuant to Part VII of the NLLCO 2017.
- The fees associated with the registration of charges are as follows:
- Registration of Charge – ECD 540.00/USD200.00
- Registration of variation of registered charge – ECD 432.00/USD 160.00
- Registration of satisfaction of registered charge – ECD 270.00/USD 100.00
Non English Language filing
There is now an allowance for instruments to be filed in a language other than the English language and in a language which does not use the Latin alphabet, if an authenticated translation is also filed.
Resignation and change of registered agent
This section outlines the procedures by which a registered agent may resign. It goes on to outline what is to happen when there is a change in registered agent of a LLC. This section also allows the Registrar as well as anyone conducting a search to be aware of any change in the registered agent of a particular company providing greater transparency.
Meetings of board directors
This part outlines when and where meetings of the director(s) may be held.A new provision has been added which addresses the situation where there is a single director of a corporation and the requirement to hold meetings in such circumstance. The provision allows for the facility of a resolution in lieu of such meeting thus satisfying the requirement to hold a meeting under this Ordinance.
Meetings of shareholders
The existing provision mandates the holding of an annual general meeting by shareholder(s) but this has been amended by the inclusion of a provision which allows shareholder(s) to dispense with the holding of an annual general meeting. This revision also allows the entity to decide the manner and method of election of director(s).
Application and Issue of tax resident certificate
There is provision for a limited liability company which wishes to elect to become tax resident in Nevis. This is provided as an option only and is not mandatory. The application for a tax resident certificate has to be made to the Minister of Finance by submitting a completed application form and paying the prescribed fee of USD 1,500.00 or ECD 4,050.00.
The Nevis LLC provides more confidentiality, more flexibility, more transparency 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. The Nevis LLC is one of the best international financial centre limited liability company available. For more detailed information about the New Nevis LLC Ordinance 2017 and Nevis LLCs in general please contact us.