Saturday, July 14, 2012

Nevis LLC Information & Laws

Many people wonder why our law firm would use an Offshore LLC in Nevis for our clients, as they are only familiar with the more standard IBC or an IBC combination. We have summarized below many of the features and benefits of using a Nevis Limited Liability Corporation.

This is not to say that is the correct solution for everyone and we remind clients that we can incorporate all types of entities and complex structures involving several types of entities. Every situation is somewhat unique and requires the planning combination of; original assets involved, business processes in question, jurisdiction required, asset protection issues, tax planning and budget. Feel free to inquire.

What is a Limited Liability Company? - The Limited Liability Company (LLC) was first designed in Wyoming in 1977 and almost all US states have adopted its use over the past 10 years. Sophisticated businesspersons and attorneys saw the benefits of the marriage of LLCs with offshore jurisdictions. Thus, in short order several offshore jurisdictions implemented LLC or similar legislation, either as a supplement to their existing Companies Act or as stand-alone legislation. Be advised that USA corporations LLC or otherwise offer no privacy, or protection. Any judge or government official anywhere in the country and in many other countries can readily access all the records with a phone call, fax, email etc.

Legal Basis - The Nevis LLC is organized under laws that (1) creates the entity, (2) endows it with a legal existence or juridical personality separate from its members, (3) shields those members from personal liability, (4) governs the company's operations, and (5) determines how and when the entity will come to an end.

A Nevis LLC is neither a partnership nor a corporation. It is really a hybrid between the partnership and the corporation. It is a distinct entity created by statute that offers business an alternative to partnerships and corporations by combining the corporate advantage of limited liability with the pass-through tax advantage of a partnership.

The structure of the Nevis Limited Liability Corporation or LLC is extremely flexible, and is a matter of contract among its members.

Nevis LLC Shares There are no shares with a Nevis LLC. No bearer share certificates or registered shares. This solves any problems with filing beneficiary owners names in public registry or with the registered agent holding the shares. Very private at a low cost.

Transfer of Ownership A Nevis LLC ownership can be transferred to another entity be it a natural person or a judicial person (corporation, trust or foundation) without reporting the transfer to any entity. The registered agent does have your ID documents (notarized copy of passport and driver license) so it would be a good idea to know who you are selling the LLC to and get a signed bill of sale.

Nevis Taxes - No corporate tax, income tax, withholding tax, stamp tax, asset tax, exchange controls or other fees or taxes are levied in the jurisdiction on assets or income originating outside the island. No tax returns or other filings need be filed with Nevis.

Nevis LLC Records These records may be kept anywhere in the world.

Nevis LLC Management Titles - In governing an LLC, the members are free to adopt any titles they wish to use. For example, they may call themselves directors or owners. In addition, if managers or officers are to be appointed to direct the affairs of the company, they may assume any titles that the members decide such as President, Secretary, etc.

The members and managers of an LLC are free to issue powers of attorney to third parties to conduct business on behalf of the LLC. Generally these are notarized and sometimes apostilled as well.

Nevis LLC Membership The Nevis LLC membership may be determined by the operating agreement of the LLC, which is a private document not on file in any public registry or database. The operating agreement typically names the members of the LLC which can be natural or corporate persons along with their proportionate share or interest in the LLC, and sets forth the internal structure of the LLC. Additionally, the LLC may issue "membership interest certificates" to all the members (similar to shares or stock of a corporation), which certificates will typically bear the name of the LLC, the name of the holder of the certificate, which can be a corporation, foundation or trust, and the proportion or percentage of the interest in the LLC the certificate represents. In many cases, offshore LLC's do not issue certificates nor provide operating agreements. This allows more flexibility in the future to the members or managers.

Nevis LLC Operating Agreements These operating agreements grant Nevis LLC's powers formerly reserved only to corporations. For example, Nevis LLC's can have perpetual existence, protect the members from personal claims against creditors of the LLC, allow members to transfer their interests freely, and elect managers (or directors) to run the LLC. In addition, like by-laws, operating agreements can allow for the issuance of certificates to members in the LLC with differing or preferential rights with respect to voting and/or the types of distributions they may receive.

Nevis LLC Liability Limitations - None of the owners are exposed to personal liability. The owners can participate in management without becoming personally liable for the company's debts.

Owners Names Kept Secret - Nevis LLC offers its members full secrecy, as there is no public filing of their identities.

No Limit on Amount of Members Nevis Limited Liability Companies have no limitation on the number of members.

Ownership of the Nevis LLC - The ownership of a L.L.C. has no limitations. The owners can be trusts, anonymous corporation or anonymous foundations.

Owning Assets The Nevis LLC can own shares of other corporations, be beneficiaries of trusts, own real estate, boats, airplanes, and of course have bank accounts.

Nevis LLC & Creditors If the LLC gets sued in another jurisdiction it is basically irrelevant. A creditor can always try to bring an action in a Nevis court. This is expensive, time consuming and they will often have to post a cash bond with the court for damages. Nevis attorneys are not allowed to work on a contingency basis, cash up front only. If there is a lawsuit in Nevis or the country where the LLC bank account is then there has to be valid authority. Authority means that the court in that country has the legal jurisdiction over those matters. If the events leading to the lawsuit transpired outside of that jurisdiction the courts will generally consider that they have a lack of competent authority and decline to adjudicate the matter. Another factor associated with this is venue. The case filed say in Nevis has to be a case that legally belongs in Nevis. Now a creditor can have a judgment from another jurisdiction and try to domesticate the judgment in Nevis. This is expensive, has a poor chance of being successful and is rarely done. If you are aware of a lawsuit you can change banks and relocate assets. But let us look at the "Charging Order Protection" below afforded to the members of a Nevis LLC in the event they are sued by a creditor.

Charging Order Protection - The best asset protection for the members of the Nevis LLC derives from the so-called "charging order" protection. A creditor of a member personally may somehow find out about the interest the person has in the LLC. This would require the member to reveal this information since it is not in any public records. There is a remedy where the creditor can be restricted exclusively to obtaining a court order requiring that distributions to the member's interest be directed to the creditor instead. The good part is if the LLC's manager refuses to make distributions to the member's interest, then the charging order (or even the membership interest itself) is of little value to the creditor. Thus the creditor collects nothing even though he has a win in the Nevis court which is something rarely seen to start with.

Due Diligence - For a Nevis LLC we require a copy of a driver license and passport notarized. This can be sent as an email attachment to:

Time Required Seven to ten days from time we receive documents and payment.

Fee - 95 for Nevis LLC complete including:

* Government filing formation fees
* Registered Agent and Registered Office fees for the first year
* Certificate of Formation
* Articles of Organization
* Subscriber resignation letter
* Sample Operating Agreement (optional custom designed Agreements are available from our firm)
* Organizer First Minutes
* 1 Blank Membership Certificate
* Manager or Member organizing memo

Nevis LLC and Bank Account in Belize - 95

Nevis LLC and Nevis Bank Account - 95

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