Limited Liability Companies (LLCs)
A flexible entity with separate legal personality and limited member liability.
Legal Framework
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 (NLLCO) is a legal entity with separate rights and liabilities, distinct from its managers or members. The LLC is liable for its own debts, obligations and liabilities.
An LLC formed in Nevis may be used for any lawful business purpose, 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.
Members and management
- The owner of a Nevis LLC is a member, comparable to a partner in a partnership or a shareholder in a corporation.
- One or more persons may form an LLC, and those persons need not themselves be members.
- An LLC should have at least one member, and that member may also be the Manager.
- Any other person or business entity may act as Manager; corporations are permitted to act as Managers and/or members.
- The LLC may be managed by managers exclusive of the members, or by all of the members.
- No officers are required, which allows flexibility in the management structure.
- An Operating Agreement is optional unless the Articles of Organisation require one; it defines the company’s operation and the rights among members.
Formation and domicile
- A Nevis LLC must maintain a registered agent in Nevis at all times; failure to do so can result in dissolution.
- An LLC is formed by filing Articles of Organisation with the Registrar of Companies.
- No initial capital is required at formation, and the LLC need not issue any membership interest to commence operations.
- A foreign LLC or similar entity may transfer its domicile to Nevis.
- Other foreign entities, such as corporations, may convert to a Nevis LLC after transferring domicile.
- Emergency transfer of domicile into Nevis is available on application to the Registrar of Companies.
Formation Procedure
Part IV of the NLLCO sets out the formation guidelines. The organisation of an LLC must be carried out by a duly licensed registered agent.
- The name of the limited liability company may be reserved.
- The registered agent files the Articles of Organisation with the Registrar of Companies.
The Articles of Organisation must include
- the name of the limited liability company;
- the authenticated translation of the name, if it is so registered;
- a statement that the limited liability company is formed under this Ordinance;
- the latest date on which the limited liability company is to dissolve, or that it shall have unlimited duration;
- the name of the registered agent of the limited liability company;
- the registered office address in Nevis, which shall be the registered office of its registered agent;
- whether the limited liability company is managed by managers exclusive of the members, or by all of the members in their capacity as members;
- the purposes for which the limited liability company is formed;
- the name and address of each organiser of the limited liability company.
Fees
| Type of Document | XCD | USD |
|---|---|---|
| Articles of Organization | 810.00 | 300.00 |
| Articles of Organization with Operating Agreement as exhibit | 810.00 | 300.00 |
| Endorsement Certificate | 54.00 | 20.00 |
| Articles of Amendment | 540.00 | 200.00 |
| Annual Renewal Fee | 810.00 | 300.00 |
| Restated Articles of Organisation | 311.00 | 115.00 |
| Articles of Dissolution | 810.00 | 300.00 |
| Certificate of Dissolution | 54.00 | 20.00 |
| Articles of Merger / Consolidation / Conversion | 1,215.00 | 450.00 |
| Certificate of Renewal | 81.00 | 30.00 |
| Certificate of Good Standing | 135.00 | 50.00 |
| Voluntary Filings | 135.00 | 50.00 |
| Name Reservation (after 10 days) | 135.00 | 50.00 |
| Renewal of Name Reservation (after 10 days) | 135.00 | 50.00 |
| Certified True Copies of Filed Documents (including first 3 pages) | 81.00 | 30.00 |
| Each additional page | 4.00 | 1.50 |
| Copies of Filed Documents (per page) | 4.00 | 1.50 |
| Certificate of Certifying True Copy of Filed Documents | 95.00 | 35.00 |
| Filing Notice of Change of Registered Office / Agent | 135.00 | 50.00 |
| Apostille | 135.00 | 50.00 |
| Transfer of Domicile to Nevis | 540.00 | 200.00 |
| Certificate of Departure | 1,080.00 | 400.00 |
| Emergency Transfer of Domicile to Nevis | 932.00 | 345.00 |
| Tax Exemption Letter | 270.00 | 100.00 |
| Any Other Certificate | 68.00 | 25.00 |
| 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 | 400.00 |
| Reinstatement / Restoration Fee | 810.00 | 300.00 |
| Certificate of Correction | 405.00 | 150.00 |
| Miscellaneous Letter | 270.00 | 100.00 |
| Company Search (inspection only) | 54.00 | 20.00 |
| Company Search Report (including inspection) | 162.00 | 60.00 |
| Administrative Fee (rush requests, re-application of fees request etc.) | 270.00 | 100.00 |
| Certificate of Formation | 54.00 | 20.00 |
| Application for Registration of a Charge | 675.00 | 250.00 |
| Application for Variation of a Registered Charge | 675.00 | 250.00 |
| Registration of Satisfaction of a Registered Charge | 675.00 | 250.00 |
| Filing Notice of Resignation of Registered Agent | 135.00 | 50.00 |
| Certificate of Continuation | 54.00 | 20.00 |
| Issuing a Statement / Declaration of Involuntary Dissolution | 54.00 | 20.00 |
| Failure to obtain or designate a new Registered Agent | 1,350.00 | 500.00 |
| Duplicate Endorsement Certificate | 68.00 | 25.00 |
| Duplicate Certificate of Incorporation | 68.00 | 25.00 |
| Using a Restricted Word | 81.00 | 30.00 |
| Using Foreign / Special Character | 54.00 | 20.00 |
| Printing of Certificate | 27.00 | 10.00 |
| Administrative Fees (Refunds) | 135.00 | 50.00 |
Fees are indicative; confirm current fees with the Commission before filing.
Forms
Download the forms for LLC filings. Each opens in the document viewer, where you can read, download or print it.
Application for Restoration to Register (Form 73(4))
Application for Licence for Administrative Office (Form 97(2))
NFSD Credit Card Authorisation Form
Application for Registration of a Charge (Form 36(1))
Application for Registration of Variation of Registered Charge (Form 37(1))
Legislation
The Ordinance and its amendments and regulations. Each opens in the document viewer alongside the AI assistant.
