Nevis

Company Formation

Nevis is the global benchmark for asset protection. By merging Delaware-style flexibility with English Common Law, the jurisdiction offers a corporate suite specifically built to repel foreign judgments and predatory litigation.

The legal framework is intentionally defensive. Nevis maintains a closed registry and requires creditors to post a non-refundable $100,000 bond just to initiate a claim. With a strict two-year statute of limitations on fraudulent transfer challenges, assets held here become legally unreachable faster than in almost any other jurisdiction.

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Should you incorporate in Nevis?

  • ASSET PROTECTION BY DEFAULT: Nevis does not recognize foreign civil judgments. A creditor must litigate the case from scratch in Nevis courts—an expensive, uphill battle against local law.
  • CREDITOR DISSUASION: Before filing a claim against a Nevis entity, a creditor must post a non-refundable $100,000 bond with the court. This effectively eliminates frivolous or low-value “fishing” lawsuits.
  • IRONCLAD PRIVACY: There is no public register of directors, shareholders, or beneficial owners. Corporate information is held strictly by the local registered agent and is not accessible to the public or foreign agencies.
  • CHARGING ORDER EXCLUSIVITY: For LLCs, a “charging order” is the sole remedy for a creditor. They cannot seize assets, fire managers, or force a liquidation; they can only wait for a distribution that you choose when to make.
  • TAX NEUTRALITY: Nevis entities are exempt from all local taxes (corporate, income, withholding, or capital gains) on income generated outside the jurisdiction, provided they maintain no local business footprint.

Key Contacts

Alexia Panzavecchia, IGA Group

Alexia Panzavecchia

HEAD OF CORPORATE & COMPLIANCE
Claire Marie Calleja Zammit, IGA Group

Claire Marie Calleja Zammit

LEGAL ADVISOR

[email protected]

+356 79527037

Downloads

IGA Group, iGaming Advisors, Licensing, Corporate, Tax & Legal

IGA Corporate Brochure

Download

Anjouan Company Formation: Process & Time Frame

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Useful Links

Nevis Financial Services Regulatory Commission – IBCs & Corporate Formation

Nevis Financial Services Regulatory Commission – LLCs & Corporate Structures

Nevis Trust and Corporate Service Providers Ordinance (2021) – PDF

Nevis Business Corporation Ordinance – Official Statute (CAP. 7.01 (N))

Key Information Overview

Types of Companies IBC, LLC, Multiform Foundation.
Minimum Share Capital $1 (Paid-up). Standard authorized is $50,000.
Registered Office Mandatory local address via Registered Agent.
Shareholders & Directors Min. one. Corporate entities allowed.
Directors / Managers Min. one. No residency requirement.
Public Registry None. No public record of owners or officers.
UBO Disclosure Only to the Registered Agent (Private).
Tax Regime 0% on all foreign-sourced income.
Time to Complete Incorporation 24–48 Hours.
Audit Requirements None. No annual tax return or audit required.
Physical Presence Requirements None. No physical office or employees required.

Types of Companies

NEVIS PROVIDES A HIGHLY SPECIALIZED RANGE OF ENTITIES DESIGNED TO ACT AS ISOLATED HOLDING VEHICLES OR OPERATIONAL TRADING HUBS. UNLIKE CUMBERSOME CIVIL LAW JURISDICTIONS, NEVIS LEGISLATION ALLOWS FOR RAPID DEPLOYMENT AND EXTREME ASSET SEGREGATION.

01

International Business Company (IBC)

The IBC is the traditional share-based corporation used for international commerce. It is built for businesses that require a formal board of directors and the ability to issue different classes of shares.

  • Best For: Global trading, payment processing accounts, and joint ventures.
  • Key Feature: High “Institutional Cleanliness” for banking and contracts.

02

Limited Liability Company (LLC)

The Nevis LLC is the premier asset protection vehicle. It is a hybrid entity that provides the liability protection of a corporation with the tax flexibility of a partnership.

  • Best For: Holding liquid assets, family offices, and shielding equity.
  • Key Feature: Charging Order Exclusivity—the only legal remedy for a creditor is a lien on distributions, not the seizure of the company or its assets.

03

Multiform Foundation (The sophisticated SPV)

A Multiform Foundation is a “headless” entity with no owners or shareholders. It can legally transform its identity (e.g., from a trust to a company) without re-incorporating.

  • Best For: Asset orphaning, securitization, and complex estate planning.
  • Key Feature: Ownerless SPV—it acts as a perfect Special Purpose Vehicle because it removes the “ownership link” that creditors usually target.

05

Special Purpose Vehicles (SPVs)

While Nevis does not have a standalone “SPV Act” like some jurisdictions, the IBC and LLC are frequently utilized as SPVs to ring-fence specific assets (such as aircraft, yachts, or intellectual property) from a parent company’s liability.

Best For:

Risk isolation in M&A, real estate holding, and “single-asset” protection.

key Feature:

Rapid formation (24–48 hours) makes them ideal for time-sensitive transactional SPV needs.

Start-Ups

NEVIS IS NOT A GROWTH HUB; IT IS A DEFENSIVE EQUITY VAULT. WHILE JURISDICTIONS LIKE ESTONIA OR THE UAE POSITION THEMSELVES AS INCUBATORS FOR OPERATIONAL SCALE, NEVIS IS SPECIFICALLY DESIGNED FOR FOUNDERS WHO WANT TO INSULATE THEIR INTELLECTUAL PROPERTY AND EXIT PROCEEDS FROM EXTERNAL LEGAL THREATS.
IGA Group, Company Formation, Startups

Equity Segregation:

Founders can hold their “parent” equity in a Nevis LLC. If the operational company (e.g., a Delaware C-Corp) is sued or the founder faces personal litigation, the Nevis “Charging Order” protection makes the underlying shares nearly impossible for creditors to seize.

IP Repository:

By housing Intellectual Property within a Nevis Multiform Foundation, the assets are “orphaned” from the main business. This ensures that even if the operational startup fails or is liquidated, the IP remains protected and controlled.

Exit Neutrality:

Nevis provides a tax-neutral environment for exit events. Capital gains realized at the Nevis level from the sale of an operational subsidiary are not taxed locally, allowing for efficient reinvestment of liquidity.

Founder Privacy:

In a high-stakes tech environment, Nevis allows founders to maintain a private profile. Since there is no public register, the size and nature of a founder’s holding remains confidential.

C+

Grade C+

Evaluation: Nevis is poorly suited for primary fundraising. Most VCs will refuse to invest in a closed-registry Nevis LLC. However, it is an “A-Grade” vehicle for a secondary holding layer—protecting a founder’s personal equity from “clawback” litigation or decoupling valuable IP from the operational risks of a trading entity.

Benefits

NEVIS IS NOT BUILT FOR TAX ARBITRAGE ALONE; IT IS ENGINEERED AS A LEGAL FORTRESS. THE JURISDICTION PRIORITIZES DEFENSIVE CORPORATE LAW OVER ADMINISTRATIVE OPENNESS, PROVIDING A SUITE OF PROTECTIONS THAT ARE STATUTORY, NOT JUST THEORETICAL.

Foreign Judgment Immunity

Nevis courts do not recognize or enforce foreign civil judgments. Any creditor wishing to claim assets must re-litigate the entire case from scratch in a Nevis court, under Nevis law, using local counsel.

Mandatory $100,000 Bond

To even initiate a legal challenge against a Nevis IBC or LLC, a creditor must post a non-refundable $100,000 bond with the Ministry of Finance. This serves as a massive deterrent against speculative "fishing" expeditions.

Criminal Burden of Proof

In cases of alleged "fraudulent transfer," the creditor must prove their case beyond a reasonable doubt—the criminal law standard—rather than the "preponderance of evidence" used in most civil jurisdictions.

Statutory Privacy

Nevis maintains a closed registry. The names of directors, shareholders, and beneficial owners are never made public. This information is held strictly by the licensed Registered Agent and is protected by the Confidential Relationships Act.

Charging Order Exclusivity

For LLCs, a "charging order" is the sole legal remedy. Creditors cannot seize assets, dissolve the company, or replace management; they are simply entitled to distributions—which the manager can choose to never make.

Requirements

NEVIS OPERATES A LOW-SUBSTANCE, HIGH-COMPLIANCE MODEL. WHILE PHYSICAL OPERATIONS ARE NOT REQUIRED, THE JURISDICTION ADHERES TO GLOBAL AML/KYC STANDARDS THROUGH ITS SYSTEM OF LICENSED REGISTERED AGENTS.

01

Appointments

A minimum of one director and one shareholder (IBC) or one manager and one member (LLC) is required. These can be the same person and can be corporate entities of any nationality.

02

Registered Agent & Office

It is mandatory to appoint a local licensed Registered Agent and maintain a registered office address in Nevis for legal correspondence.

03

KYC Documentation

Standard onboarding requires a certified passport copy, proof of address (less than 3 months old), and a professional reference letter (from a lawyer or accountant).

04

Financial Record Keeping

While there is no requirement to file annual financial statements or audits with the government, companies are legally required to maintain internal books that reflect their financial position.

05

Tax Declaration (CIT 101)

Entities must file a simple annual declaration to confirm they have not generated local income and remain eligible for tax-exempt status.

Mergers & Acquisitions

NEVIS IS A NEUTRAL GROUND FOR CROSS-BORDER TRANSACTIONS. THE JURISDICTION’S CORPORATE STATUTES ARE DESIGNED TO FACILITATE RAPID RESTRUCTURING, MERGERS, AND CONTINUATIONS WITHOUT THE BUREAUCRATIC OVERHEAD FOUND IN THE EU OR US.

Seamless Continuation

Nevis law allows for "Redomiciliation." A company incorporated in another jurisdiction can transfer its domicile to Nevis—and vice versa—without winding up or losing its corporate history, tax profile, or existing contracts.

Merger Flexibility

Domestic Nevis entities can merge with each other or with foreign corporations. The process is governed by a simple Plan of Merger approved by the Board and Shareholders, followed by a single filing with the Registrar.

Asset vs. Share Deals

The "Charging Order" protection of the Nevis LLC makes it a superior vehicle for asset-based acquisitions. Buyers often use a new Nevis SPV to acquire specific assets, effectively insulating the target assets from the historical liabilities of the seller.

Dissenting Shareholder Rights

Nevis law provides a clear "Appraisal" mechanism. While a majority can push through a merger, dissenting shareholders have the statutory right to be paid the "fair value" of their shares, reducing the risk of protracted minority-interest litigation.

Emergency Re-Domiciliation

Unique to Nevis is the "Emergency Transfer of Domicile." In the event of political or economic instability in a company’s home jurisdiction, Nevis allows for an instantaneous transfer of the seat of the company to protect its assets from seizure.

Frequently Asked Questions

You must have a licensed Registered Agent with a physical office in Nevis. However, you do not need a local director or manager. Directors/Managers can be any nationality and reside anywhere in the world.

No. While your Registered Agent must collect UBO (Ultimate Beneficial Owner) information for AML/KYC compliance, this data is not filed with the government or the public registry. It remains private and confidential within the Agent’s files.

Yes. Nevis IBCs and LLCs are frequently used to hold real estate in Europe, North America, and elsewhere. However, they are generally prohibited from owning real property located within the Federation of St. Kitts and Nevis itself.

The formation itself takes 24 to 48 hours. Obtaining the physical corporate folder (with Apostilles and original stamps) typically takes an additional 3–5 business days for international courier delivery.

Entities that do not conduct business on the island are exempt from local taxes but must file a simplified annual CIT-101 form. This is a “zero-tax” declaration confirming the company has no local income. No financial audits are required.

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Should you incorporate in Nevis?

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