Nevis
- Delaware Model With Secrecy Guarantees

There are no personal income taxes in Nevis. However, local companies are subject to a corporate tax on profits. The Nevis International Financial Services Sector offers numerous tax benefits to international business companies, limited liability companies, trusts, international insurance, foundations and other entities. These include exemption from income tax, social security, capital gain, withholding, gift, estate and succession tax.

Additionally, under the Fiscal Incentives Act, certain businesses can qualify for tax holidays, concessions and exemption from import duties on parts, raw materials and production machinery.

Under The Confidential Relationships Act of 1985, the unauthorised disclosure of information to any third party is strictly prohibited.

The major source of revenue on Nevis is tourism, followed closely by the international financial services sector. Over the years the island has experienced stable, economic development and there is minimal unemployment. Nevis enjoys one of the highest growth rates in gross national product and per capita income in the Caribbean. It has also experienced a balanced budget, a manageable inflationary pace and a current account surplus.
www.nevisfinance.com


Offshore Banks

There are three international banks and several regional and local banks represented in Nevis. There is one Offshore Bank: the Bank of Nevis International Ltd. (www.thebankofnevis.com). The Eastern Caribbean Central Bank (ECCB), the Eastern Caribbean Home Mortgage Bank (ECHMB) and the Eastern Caribbean Securities Exchange (ECSE) have their headquarters in Nevis' sister island of St. Kitts. A few regional and international auditing firms such as Pannell Kerr Forster are represented in Nevis. Also, approximately 50 licensed trust and asset management companies are available to assist investors.


Nevis Business Corporations (IBC)

A company formed under the Nevis Business Corporation Ordinance is the equivalent of what is commonly termed as an International Business Company (IBC). The Nevis Business Corporation Ordinance provides for a company to be incorporated to conduct any lawful business. The registration process is simple and easy. A person interested in registering an IBC in Nevis must first engage the services of a registered agent with a registered office in Nevis. The legislation permits the office of the registered agent to act as the office of the company.

The name of the desired IBC must be submitted to the registered agent, who would instantaneously reserve the name of the IBC using the Nevis Online Registration Module. Once the name has been reserved, the Nevis IBC can be formed by filing articles of incorporation with the Registrar of Companies. If the incorporation documents comply with the Ordinance, a certificate of incorporation can be issued in less than 24 hours.

The benefits of using the Nevis Business Corporation Ordinance as an asset protection tool can be summarized as follows:

The Ordinance permits the use of nominee shareholders, officers and directors, who may be of any nationality and who may reside anywhere. Also, a Managing Director may be appointed to guide the company's activities. The Corporate Secretary may be a corporation or an individual. Companies may serve as directors, and alternate or substitute directors may be appointed. All shareholders and directors may act by unanimous consent, without a meeting and are allowed to issue proxies in writing. No annual reports are required to be filed in the public records of Nevis. Corporate records may be kept anywhere in the world. Whenever there is a change in shareholders, directors or officers, this change does not have to be reported to the Registrar of Companies.

The authorized share capital of the Nevis Business Corporation may be demonstrated in any recognized currency. The identity of beneficial owners and shareholders are not required to be filed in any public record or, except in the case of licensed companies, and government offices. Similarly, changes in beneficial ownership or shareholdings are confidential. With respect to Bearer Shares, they have been restricted. Bearer shares are only permitted with the approval of the Registrar of Companies or the Regulator. The Registered Agent must maintain custody of the bearer share certificate on behalf of the beneficial owner and must maintain a register of each bearer share.

Nevis IBCs may amend their Article of Incorporation, merge or consolidate with foreign corporations or other Nevis corporations, or file Articles of Dissolution in accordance with liberal provisions contained in the Ordinance. This allows for there to be minimum bureaucratic interference and enhances efficiency and reduces costs. In addition, under the Ordinance any corporation formed in another jurisdiction may easily re-domicile into or out of Nevis. The Ordinance also provides for the emergency transfer of domicile to Nevis upon the approval of the Registrar of Companies.

Another outstanding legislative benefit of the Ordinance is that it provides that assets placed in Nevis companies are protected from creditor suits, court judgments or government seizures. Under the Ordinance a claimant must put up a $25,000 bond before he is allowed to file a suit against a Nevis IBC. This provision is a natural deterrent to creditors.


Nevis Limited Liability Companies (LLC)

The Nevis LLC is a business entity that provides an alternative to those who might consider using corporations or partnerships. A 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 offshore 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 managed by a manager 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 manger in any legal action brought against the company is legal ground for dismissal or at the very least motion for a mis-joinder. Additionally, the Ordinance provides that the assets of a Nevis LLC are protected from creditor suits, court judgments or government seizures through the limitation of creditors to a charging order. A claimant must put up a $25,000 bond before he is allowed to file a suit against a Nevis LLC. The Nevis LLC Ordinance specifies that this is the exclusive remedy available to the creditor and also gives the company the power to redeem creditor's interests.


Mutual Fund Administration

The Nevis International Mutual Funds Ordinance 2004 and its accompanying Regulations provide a modern regulatory structure for mutual funds, their managers and administrators. Under the Nevis International Mutual Funds Ordinance, a mutual fund refers to a company incorporated, a partnership formed, a unit trust organized or other similar body formed under the laws of Nevis or any other jurisdiction which collects and pools investor funds for the purpose of collective investment. The fund must issue shares that entitle the holder to receive on demand, or within a specified period after demand, an amount computed by reference to the value of a proportionate interest in the whole or part of the net assets of the company, partnership, unit trust or other similar body. The definition includes umbrella funds whose shares are split into a number of different classes of funds or sub-funds. It also includes a fund which has one or more investors which are mutual funds not registered or recognized by the Ordinance.

The Ordinance allows for three classes of Mutual Funds:

* Public Fund which offers its shares or units to the general public and are required to be registered;
* Private Fund which offers its shares on a private basis, has no more than 50 investors and is required to be recognized by the Minister of Finance upon proof that it is lawfully constituted; and
* Professional Fund which is available only to professional investors with an initial investment of not less than US$100,000 and is also required to be recognized by the Minister of Finance, but can be fully operational for a period of 14 days without being recognized under the Ordinance.

A Nevis International Mutual Fund must have a licensed and independent fund custodian. There must also be a licensed manager or administrator of the fund. An attractive aspect of the Nevis Mutual Funds is that Managers or Administrators who are not resident or domicile in Nevis and who are authorized to provide services under the laws of a recognized jurisdiction may operate from within Nevis after receiving written permission from the Minister of Finance. Additionally, a licensed or recognized mutual fund of a prescribed jurisdiction can easily be continued or redomiciled in Nevis, if it is in good standing. The same redomiciliation privilege is given to the investment manager and administrator of that existing fund.


Multiform Foundations

The Nevis Multiform Foundation Ordinance is a very unique and cutting-edge legislation which was designed to remedy some of the problems seen in other foundation products. The Nevis Multiform Foundations Ordinance provides that each Nevis Foundation will have a stated 'multiform'. This means that the constitution of the foundation will state how it is to be treated whether as a trust, a company, a partnership or an ordinary foundation. Through the 'multiform' concept the stated identity of the Foundation can be changed during its lifetime, thus allowing for there to be greater flexibility in its use and application. Generally, the Nevis Multiform Foundation product can be used for estate planning, charity, financing and special investment holding arrangements.

There are five basic requirements for establishing a Nevis Multiform Foundation:
1. It must have a Nevis based registered agent
2. It must have a Nevis registered office
3. It must have an acceptable name
4. It must have a management board and secretary and
5. It must have a memorandum of establishment

Like the formation of a company, you must first engage the services of a registered agent who is authorized to act as agent of the entity, and that registered agent must have an office to which all communications and notices may be addressed. The Promoter of the Foundation, through its registered agent may reserve a name prior to establishment of the foundation. If the foundation is a trust foundation, then the name must accord with that multiform so that the trust foundation has the word "trust" in it. The name must not be prohibited by law: schedule 5 of the Nevis Multiform Foundation Regulation has a list of restricted names. Irrespective of the prohibited word list the Registrar of Foundations will not reserve a name that is misleading, undesirable, confusing or similar to another name of an entity registered in Nevis.

Once the Registrar confirms that a name is available and valid for use, that name can be reserved for a period of one month. The Registrar has discretion to permit a name to be reserved for a longer period. Once a name has been reserved, the following establishment documents must be submitted to the Registrar in order to establish the Multiform Foundation:

- Application Form
- Consent Schedule
- Memorandum of establishment
- By laws ( if standard by-laws are not adopted)
- Evidence that the existing entity has been dissolved or discontinued or an undertaking that an application for dissolution or discontinuance has been submitted in the existing jurisdiction (where applicable)

The relevant fees must accompany the documentation for establishment of a Nevis Multiform Foundation

The Nevis Multiform Foundation Ordinance also provides for entities to be converted or transformed, continued or consolidated and merged into a Nevis Multiform Foundations. Through the process of Continuance, a foundation in another jurisdiction can be continued in Nevis as Multiform Foundation. Through the process of Transformation, any entity outside of Nevis can be transformed into a foundation in Nevis. Therefore, a trust in Jersey can become a multiform foundation in Nevis. Through the process of Conversion, an existing Nevis entity like an IBC can be converted to a multiform foundation. Through the process of Consolidation or Merger, any two or more entities can merge into a multiform foundation and alternatively, through the process of Discontinuance, a multiform foundation can move to another jurisdiction. These provisions allow for the mobility of the foundations as an entity into and out of Nevis and give the founder an extremely valuable asset protection tool.


International Exempt Trust

The use of the international trust has become increasingly imaginative and prolific and remains an important feature of estate planning and asset protection. The Nevis International Exempt Trust Ordinance provides for the creation of various types of trust including Charitable Trust, Non-Charitable Trust, Spendthrift or Protective Trust and Qualified Foreign Trust. The assets and income of a Nevis International Exempt Trust are exempt from all exchange controls and all forms of taxation and stamp duty in Nevis.

To qualify as an international trust under the Nevis International Exempt Trust Ordinance, the following criteria must be met: · There must be at least one trustee, which can be a trust company incorporated under the Nevis Business Corporation Ordinance; · The Settlor and Beneficiaries must at all times be non-residents of Nevis; and · The trust property must not include any land situated in St Kitts and Nevis.

There are many important asset protection features of the Nevis International Trust Ordinance including:
1. A Nevis Trust cannot be declared void, voidable or defective by reason of any forced heirship rules of the Settlor's domicile;
2. The rule against perpetuities does not apply. A Nevis Trust may continue for one hundred years from the date of commencement;
3. Foreign Judgments against the trust are not enforceable in Nevis. Any civil action to recover assets from a Nevis trust must be brought anew in the Courts of the Federation of St. Kitts and Nevis.
4. The sole remedy available to a creditor is to allege fraudulent transfer or disposition. If the Trust is settled after the expiration of 2 years from the date of the creditor's cause of action, it is not deemed fraudulent. In any event, a creditor seeking to set aside a transfer to a Nevis Trust must prove beyond a reasonable doubt and with clear and convincing evidence that the transfer constituted a fraudulent disposition. Moreover, a creditor must deposit with the Ministry of Finance, a security bond of US$25,000.00 before he can bring an action against a Nevis Trust;

Note that the Ordinance provides for the appointment of a Protector, who is responsible for monitoring the operations of the trust. This provision allows the Protector to ensure that the purpose of the trust is fulfilled. One of the out standing features of the Ordinance is that the same person can act as Settlor, Beneficiary and Protector. This particular aspect allows the Settlor to maintain control over the trust assets if desired.

The Proper Law of the Trust is the Law of the jurisdiction expressed by the terms of the trust; or failing that, with which the trust at the time it was created had the closer connection; or failing either, then the proper law of the trust shall be the law of Nevis.

The Ordinance also provides for there to be confidentiality with respect to the trust. Though a trust register is maintained, it only records the name of the trust and the date of settlement and is not a public document available for inspection. The only exception is where a trustee of a specific trust gives written authorization allowing the inspection of the entry of that trust on the register. Additionally, the Ordinance provides that all non-criminal judicial proceedings relating to the trust shall be heard in private and that no details may be published without leave of the court.


International Insurance

Since its launch in November 2004, the Nevis International Insurance product has been constantly growing. At the end of 2005, the jurisdiction had registered over 50 Captives, 2 Reinsurance, 1 general insurance and 1 long term insurance business. This success comes as a result of jurisdiction's determination to ensure that there are flexible and progressive provisions, while at the same time maintaining strong regulatory standards.

The Nevis International Insurance Ordinance provides for the carrying on of Long-term Insurance, General Insurance, Reinsurance and Captive Insurance Business from within Nevis. The minimum paid up share capital for the classes of insurance business are as follows:
US$185,000 - Long term and General Insurance Business
US$75,000 - Reinsurance Business
US$10,000 - Single-Owner Captive
US$20,000 - Less than 5 Owners Captive and
US$50,000 - 5 or more Owners Captive


The minimum margin of solvency for long term insurance business is US$185,000. For all other types of insurance business, the minimum margin of solvency shall be 20% of the net retained premium up to US$5,000,000. However, if the net premium exceeds US$5,000,000, the solvency margin is US$1,000,000 plus 10% of the amount by which the net retained premium exceeds US$5,000,000.

The key regulatory features of the Nevis International Insurance product are:
* Every registered insurer must have a registered agent or insurance manager resident in Nevis. An Insurance Manager may be non-resident subject to the approval of the Registrar of International Insurance and in this case, the insurance manager must also appoint a registered agent.
* Generally, cash, debt securities, precious metals, irrevocable letters of credit, equities, mutual funds, commercial loans, premiums receivables and reinsurance receivables are considered allowable assets. However, if an insurer wishes to hold assets other than those generally allowed, he must seek guidance from the Registrar of International Insurance.
* Every registered insurer must submit annual audited accounts.

An insurer of long-term insurance business must file an actuarial valuation of its assets and liabilities, every three years at the end of its financial year.


Reinsurance - International Insurance

Since its launch in November 2004, the Nevis International Insurance product has been constantly growing. At the end of 2005, the jurisdiction had registered over 50 Captives, 2 Reinsurance, 1 general insurance and 1 long term insurance business. This success comes as a result of jurisdiction's determination to ensure that there are flexible and progressive provisions, while at the same time maintaining strong regulatory standards.

The Nevis International Insurance Ordinance provides for the carrying on of Long-term Insurance, General Insurance, Reinsurance and Captive Insurance Business from within Nevis. The minimum paid up share capital for the classes of insurance business are as follows:
US$185,000 - Long term and General Insurance Business
US$75,000 - Reinsurance Business
US$10,000 - Single-Owner Captive
US$20,000 - Less than 5 Owners Captive and
US$50,000 - 5 or more Owners Captive


The minimum margin of solvency for long term insurance business is US$185,000. For all other types of insurance business, the minimum margin of solvency shall be 20% of the net retained premium up to US$5,000,000. However, if the net premium exceeds US$5,000,000, the solvency margin is US$1,000,000 plus 10% of the amount by which the net retained premium exceeds US$5,000,000.

The key regulatory features of the Nevis International Insurance product are:
* Every registered insurer must have a registered agent or insurance manager resident in Nevis. An Insurance Manager may be non-resident subject to the approval of the Registrar of International Insurance and in this case, the insurance manager must also appoint a registered agent.
* Generally, cash, debt securities, precious metals, irrevocable letters of credit, equities, mutual funds, commercial loans, premiums receivables and reinsurance receivables are considered allowable assets. However, if an insurer wishes to hold assets other than those generally allowed, he must seek guidance from the Registrar of International Insurance.
* Every registered insurer must submit annual audited accounts.

An insurer of long-term insurance business must file an actuarial valuation of its assets and liabilities, every three years at the end of its financial year.



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