OrdinanceLPs
Limited Partnerships (LPs)
A partnership vehicle with legal rights and liabilities separate from its partners.
Legal Framework
The Nevis Limited Partnership Ordinance, 2025 (NLPO) establishes the legal regime governing the creation, operation, management, financing, dissolution and redomiciliation of limited partnerships registered in Nevis.
A Nevis LP is a business entity that provides an alternative to a corporation or company. It is a legal entity with separate rights and liabilities, distinct from its partners, and is solely liable for its own debts, obligations and liabilities.
An LP formed in Nevis may be used for any lawful business purpose, including international financing arrangements for US or non-US operations, real estate holdings, asset protection and estate planning.
Partners and management
- The LP is managed by its general partners, exclusive of the limited partners.
- The partners’ rights and obligations depend on the terms of the partnership agreement.
- One or more persons acting through a registered agent may form a Nevis limited partnership, and any person may act as promoter.
- A Nevis LP must have at least two partners, and they must be two different persons.
- A written partnership agreement is required and governs the operation of the LP and the rights and duties of the partners.
Formation, domicile and restructuring
- A Nevis LP must maintain a registered agent in Nevis licensed under the Nevis Trust and Corporate Service Providers Ordinance; failure to do so may result in penalties and strike-off.
- An LP is formed by filing Articles of Formation with the Registrar.
- No initial capital is required at formation, and no ownership interests need be issued for the LP to commence operations.
- Partnerships may engage in spin-offs, creating successor partnerships subject to statutory requirements.
- A foreign LP or similar entity may transfer its domicile to Nevis, and foreign corporations, companies and foundations may convert into a Nevis LP through a streamlined statutory procedure.
- The Ordinance provides for emergency transfer of domicile into Nevis by application to the Registrar.
Formation Procedure
Part IV of the NLPO sets out the formation guidelines. The formation of an LP must be carried out by a duly licensed registered agent.
- The name of the limited partnership may be reserved.
- The registered agent files the Articles of Formation with the Registrar of Limited Partnerships.
The Articles of Formation must include
- the name of the limited partnership;
- the authenticated translation of the name, if it is so registered;
- a statement that the limited partnership is formed under this Ordinance;
- the latest date on which the limited partnership is to dissolve, or that it shall have unlimited duration;
- the name of the registered agent of the limited partnership;
- the registered office address in Nevis, which shall be the registered office of its registered agent;
- that the limited partnership is registered as a limited partnership;
- the purposes for which the limited partnership is formed;
- the name and address of each promoter of the limited partnership.
Fees
| Type of Document | XCD | USD |
|---|---|---|
| Administrative Fee (rush requests, re-application of fees request etc.) | 270.00 | 100.00 |
| Apostille | 135.00 | 50.00 |
| Certified True Copies of Filed or Registered Instruments (including first three pages) | 81.00 | 30.00 |
| Each additional page after the first three | 4.00 | 1.50 |
| Copies of Filed or Registered Instruments (per page) | 4.00 | 1.50 |
| Certificate Certifying True Copy of Filed or Registered Instruments | 95.00 | 35.00 |
| Authenticated translation of name in non-Latin alphabet characters | 54.00 | 20.00 |
| Using a Restricted Word | 81.00 | 30.00 |
| Miscellaneous Letter | 270.00 | 100.00 |
| Tax Exemption Letter | 270.00 | 100.00 |
| Application for Consent for Filing or Registration of an Instrument | 135.00 | 50.00 |
| Application for Voluntary Filing of Instrument | 135.00 | 50.00 |
| Endorsement Certificate | 54.00 | 20.00 |
| Certificate of Correction | 270.00 | 100.00 |
| Application for Verification of Accuracy of Authenticated Translation | 540.00 | 200.00 |
| Annual Renewal | 810.00 | 300.00 |
| Penalty for late filing of Annual Fees — first six months | 540.00 | 200.00 |
| Penalty for late filing of Annual Fees — after six months | 1,080.00 | 35.00 |
| Certificate of Renewal | 81.00 | 30.00 |
| Application for Removal or Resignation of Registered Agent | 135.00 | 50.00 |
| Application for Appointment of Registered Agent | 135.00 | 50.00 |
| Application for Change of Registered Agent | 135.00 | 50.00 |
| Certificate of Removal, Resignation, Appointment or Change of Registered Agent | 54.00 | 20.00 |
| Name Reservation for 10 days, after initial reservation | 40.00 | 15.00 |
| Name Reservation for 120 days | 135.00 | 50.00 |
| Renewal of Name Reservation for 120 days | 135.00 | 50.00 |
| Application for Articles of Formation | 810.00 | 300.00 |
| Certificate of Formation | 54.00 | 20.00 |
| Application for Articles of Amendment of Articles of Formation | 540.00 | 200.00 |
| Application for Articles of Restatement of Articles of Formation | 311.00 | 115.00 |
| Search (inspection only) | 54.00 | 20.00 |
| Search and report | 162.00 | 60.00 |
| Articles of Formation with Partnership Agreement | 810.00 | 300.00 |
| Application for Registration of a Charge | 675.00 | 250.00 |
| Application for Registration of Variation of a Registered Charge | 675.00 | 250.00 |
| Application for Registration of Satisfaction of a Registered Charge | 675.00 | 250.00 |
| Application for Articles of Conversion | 1,215.00 | 450.00 |
| Certificate of Conversion | 54.00 | 20.00 |
| Application for Articles of Consolidation | 1,215.00 | 450.00 |
| Application for Articles of Merger | 1,215.00 | 450.00 |
| Certificate of Consolidation | 54.00 | 20.00 |
| Certificate of Merger | 54.00 | 20.00 |
| Application for Articles of Spin-off | 1,215.00 | 450.00 |
| Certificate of Spin-off | 54.00 | 20.00 |
| Application for Restoration to Register | 810.00 | 300.00 |
| Application for Articles of Dissolution | 810.00 | 300.00 |
| Certificate of Dissolution | 54.00 | 20.00 |
| Application for Articles of Transfer of Domicile to Nevis | 540.00 | 200.00 |
| Application for Articles of Emergency Transfer of Domicile | 932.00 | 345.00 |
| Certificate of Transfer to Nevis | 54.00 | 20.00 |
| Application for Articles of Departure from Nevis | 1,080.00 | 400.00 |
| Certificate of Departure from Nevis | 54.00 | 20.00 |
| Administrative Fees (Refunds) | 135.00 | 50.00 |
| Any Other Certificate | 68.00 | 25.00 |
| Duplicate Certificate | 68.00 | 25.00 |
| Certificate of Continuation | 54.00 | 20.00 |
| Issuing a Statement / Declaration of Involuntary Dissolution | 54.00 | 20.00 |
| Printing of Certificate | 27.00 | 10.00 |
| Failure to obtain or designate a new Registered Agent | 1,350.00 | 500.00 |
Fees are indicative; confirm current fees with the Commission before filing.
Legislation
The Ordinance. It opens in the document viewer alongside the AI assistant.