Nevis

A Limited Liability Company (LLC) in Nevis is established under the Nevis Limited Liability Company Ordinance, which provides the legal framework for the creation and governance of this entity type. An LLC in Nevis combines features of both corporations and partnerships, offering legal personality, limited liability for members, and flexibility in governance arrangements. This hybrid model is based on U.S. legal principles, particularly drawing from state-level laws such as those in Wyoming, but is adapted to the legal and regulatory environment of Nevis.

Ownership in a Nevis LLC is represented by membership interests, rather than shares. A member’s liability is limited to the capital they have contributed or agreed to contribute, effectively shielding personal assets from company obligations. This limitation of liability is one of the principal legal protections afforded to members under the ordinance.

An LLC can be formed with a single member, making it suitable for both individual and multi-party ventures. Governance can be customized depending on the members’ preferences. Companies may be either member-managed, where all members participate in operational decisions, or manager-managed, where one or more managers are appointed to oversee the affairs of the company. Managers do not need to be members, and they may be individuals or legal entities.

A distinguishing characteristic of Nevis LLCs is the flexibility provided in structuring internal operations and relationships. The LLC Agreement—a contractual document between the members—serves as the primary governance instrument. Unlike corporations, which are subject to more rigid statutory rules, Nevis LLCs operate largely under the terms agreed upon in their LLC Agreement.

The agreement governs key aspects such as:

• Capital contributions
• Allocation of profits and losses
• Voting rights and procedures
• Appointment and powers of managers
• Conditions for transfer or redemption of membership interests

Because the statutory framework provides significant latitude, members can tailor the company’s internal rules to accommodate varied business objectives or capital structures, including differentiated economic entitlements among members.

Nevis LLCs are frequently utilized for their robust asset protection mechanisms. A notable legal safeguard is the charging order protection. In the event a member incurs a personal judgment, a creditor may apply for a charging order, which entitles them only to distributions actually made to the debtor-member. Creditors are not permitted to:

• Seize or force the sale of the member’s interest;
• Intervene in the management or operation of the LLC;
• Access the LLC’s underlying assets.

This protection extends to single-member LLCs, an area where Nevis law diverges from many other jurisdictions, which may limit creditor protections in single-member arrangements. The charging order is the exclusive remedy available to creditors, thereby reinforcing the separation between the LLC and its members’ personal liabilities.

In contrast to directors of corporations, managers of LLCs in Nevis do not owe extensive fiduciary duties, apart from acting in good faith concerning the rights, powers, or responsibilities they exercise. This limited duty framework allows for efficient and simplified management while preserving basic standards of conduct.

In corporations, fiduciary obligations typically include duties of loyalty, care, and diligence. By contrast, the LLC model assumes that the operating agreement will clearly define the expectations and liabilities of each party, reducing the reliance on general fiduciary principles.

Nevis LLCs are subject to minimal ongoing compliance obligations. The jurisdiction does not mandate annual audits, and companies are not required to file financial statements with public authorities. However, all companies must:

• Maintain a registered office and registered agent in Nevis;
• Keep accounting records sufficient to explain financial transactions and the company’s financial position;
• Pay annual government renewal fees on the anniversary of incorporation.

Meetings of members or managers may be held anywhere globally, and there is no requirement to maintain detailed corporate minutes or resolutions unless the LLC Agreement stipulates otherwise.

The taxation of a Nevis LLC depends on its control, management, and physical presence in Nevis. All companies, regardless of tax liability, are required to file an annual CIT-101 tax return with the St. Kitts and Nevis Inland Revenue Department (SKNIRD). This return is primarily administrative and does not require disclosure of financials.

Additional tax rules include:

Tax Residency: If an LLC is controlled and managed from within Nevis, it is considered tax resident and is subject to a 33% corporate income tax on worldwide income.

Non-Tax Residency: An LLC that is not controlled and managed from Nevis and does not maintain a permanent establishment in the jurisdiction is not subject to taxation in Nevis. This provision is confirmed under the Income Tax (Amendment) Act, 2021.

Permanent Establishment: An LLC may be deemed to have a taxable presence in Nevis if it maintains:

• An office, branch, or place of management in Nevis;
• Employees or agents regularly operating in or from Nevis with authority to conclude contracts;
• Other fixed physical operations, including construction sites or resource exploitation.

In cases where a permanent establishment exists, only the income attributable to that establishment is taxed in Nevis at the standard rate.

Nevis does not maintain a public corporate registry, ensuring a high degree of privacy for individuals involved in LLCs. Information regarding members, managers, or beneficial owners is not publicly disclosed. 

The Nevis LLC offers a legally recognized structure combining limited liability, contractual flexibility, and strong asset protection. By emphasizing private governance through customized agreements and minimizing public disclosure and administrative burdens, Nevis provides a regulatory environment suitable for a wide range of lawful purposes, from international holding companies to asset management and estate planning.

The jurisdiction’s approach to taxation, corporate confidentiality, and creditor protection mechanisms has positioned the Nevis LLC as a viable option for both domestic and cross-border business structuring.