Nevis

Nevis, a jurisdiction forming part of the Federation of St. Kitts and Nevis, has gained international recognition as a center for offshore business incorporation. Its legislative foundation for corporate entities is the Nevis Business Corporation Ordinance (NBCO), which provides a comprehensive legal framework for forming and operating business corporations. These entities, often referred to as “Nevis BCs,” offer a flexible and efficient structure for a variety of lawful business and asset management purposes.

Under the NBCO, a Nevis business corporation can be incorporated with minimal formalities. Only one director and one shareholder are required to establish the company, and these roles can be held by the same individual or entity. There are no nationality or residency restrictions, allowing both natural and legal persons from any jurisdiction to participate.

Shares issued by a Nevis BC confer ownership and governance rights, which typically include voting on major corporate matters, such as appointing directors, approving annual reports, and altering corporate governance rules where permitted. Shares may be issued with or without par value, and the share capital may be denominated in any currency. There is no requirement to meet a minimum or maximum capital threshold, except for the need to issue at least one share at the time of incorporation.

Corporate governance is managed by a board of directors, which holds the authority to conduct the business and affairs of the company. Directors are bound by fiduciary duties, including the obligation to act in the company’s best interests and with due care. Compared to limited liability companies (LLCs), Nevis BCs are governed by more prescriptive statutory rules, making their operational procedures slightly more rigid.

Despite these constraints, Nevis corporations retain more structural and procedural flexibility than comparable entities in many other jurisdictions, particularly in how bylaws and internal governance can be tailored within the parameters of the NBCO.

One of the key features of Nevis BCs is the high degree of confidentiality afforded to company stakeholders. Details regarding shareholders, directors, officers, and beneficial owners are not required to be filed with the Nevis Registrar of Companies. Furthermore, there is no public register, and no current legislative initiative has been announced to change this policy.

This confidentiality does not eliminate the obligation to maintain internal records. All corporations must retain accounting records sufficient to document their financial transactions and overall financial position. However, there is no requirement to file financial statements or audited accounts with Nevisian authorities.

Every Nevis BC must designate and maintain a licensed registered agent in Nevis. The company must also maintain a registered office within the jurisdiction. Annual government fees are payable on the anniversary of incorporation to ensure good standing.

From a tax perspective, Nevis adopts a territorial approach to corporate income taxation, focusing on whether a company is considered tax-resident or has a taxable presence (permanent establishment) in the jurisdiction.

A company is deemed tax resident in Nevis if it is “controlled and managed” from within the jurisdiction. In such cases, the corporation is subject to corporate income tax at a rate of 33% on its worldwide income.

A Nevis BC may be subject to taxation on income arising in Nevis if it has a permanent establishment there. A permanent establishment can arise in several circumstances, including but not limited to:

• The presence of a fixed place of business such as an office, branch, or management base within Nevis;
• The presence of employees working in Nevis on behalf of the company;
• A dependent agent operating in Nevis with authority to conclude contracts for the company;
• Involvement in construction projects, resource exploitation, or other physical operations within Nevis.

If a company meets these criteria, it is liable for Nevis income tax on profits attributable to that establishment, regardless of where it is incorporated or controlled.

Conversely, if a Nevis BC is not controlled and managed from within Nevis and does not maintain a permanent establishment in the territory, it is not subject to Nevis income taxation. This is explicitly codified in the Income Tax (Amendment) Act, 2021.

To support this regime, all companies must file an annual CIT-101 tax return with the St. Kitts and Nevis Inland Revenue Department (SKNIRD), even if they have no tax liability. This filing does not require the disclosure of financial information. A separate CIT-100 return must be filed by companies considered Nevis tax residents or those with a permanent establishment in the country.

Nevis BCs are not subject to mandatory audits, and their ongoing compliance requirements are relatively limited. This regulatory simplicity, combined with the jurisdiction’s confidentiality regime, has made Nevis BCs a popular vehicle for international commercial operations, estate and succession planning, asset protection, and trade.

Their corporate structure—based on limited liability and shareholding—makes them particularly suitable for capital-raising activities, as their governance is more aligned with traditional corporate norms compared to LLCs. This predictability is often preferred by external investors and institutions.

Nevis business corporations offer a well-defined corporate framework under the Nevis Business Corporation Ordinance. They provide a balance between statutory structure and operational flexibility, with distinct advantages in confidentiality, minimal compliance burden, and potentially favorable tax treatment depending on the company’s control, management, and physical presence.

While their usage must align with international standards and local legal requirements, Nevis BCs remain a practical tool for a wide range of legitimate commercial, financial, and structuring objectives, especially for non-resident businesses seeking a straightforward jurisdiction with limited public disclosure and efficient incorporation procedures.