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NEVIS LIMITED LIABILITY CORPORATION (LLC)

OVERVIEW

The Nevis Limited Liability Corporation (LLC) is a flexible and advanced wealth planning and business mechanism with major international asset protection advantages. Conceived not just by lawyers but also by businessmen, the Nevis LLC is one of the most versatile corporate vehicles in the world, ideal for operating an active business or holding assets. The Nevis LLC offers a private and secure alternative to those who might otherwise consider using corporations or partnerships.

NEVIS LLC & IBC DIFFERENCES
The Nevis LLC and the offshore IBC (International Business Company) have many similarities; yet differences allow the Nevis LLC to offer greater flexibility and asset protection than a corporation. Here we explain the differences that make the Nevis LLC a private and secure alternative for investors who might otherwise consider using IBCs.
NEVIS LLC ADVANTAGES
» Nevis LLCs can easily be structured to separate control (managers) and ownership interests (members) and provide a mechanism by which managers can limit the authority of non-managing members.
» Members (owners) may be individuals or business entities of any nationality or domicile. There may be many tiers and levels of members.
» Managers may be individuals or business entities of any nationality or domicile. The LLC may be managed either by its members or by third parties, which can augment beneficiary member confidentiality.
» Nevis LLCs are a legal entity with separate rights and liabilities, distinct from its managers or members. Members may participate in management without exposure to personal liability or company’s debts. The LLC registered in Nevis is liable for its own debts, obligations and liabilities.
» Sole member LLCs are permitted in Nevis.
» Nevis LLCs are an excellent investment vehicle for joint ventures, especially with multi-jurisdictional partners.
» Tax transparent; meaning any profits are passed through to the members to be reported as personal income. No taxes, exchange controls or fees on assets or income originating outside of Nevis.

LEGAL SYSTEM
The legal system of Nevis is based on English Common Law. However its corporate law is based on both Common Law and on the corporate legislation of Delaware (USA).
Company Law: Nevis Limited Liability Ordinance of 1995.

CORPORATE NAME
LLC name must contain the words “Limited Liability Company” or the abbreviations “L.L.C.”, “L.C.”, “LLC” or “LC”.
The name may not be the same as or confusingly similar to an existing company.
Restricted names: special permission is required for certain names, typically those implying a connection with financial services.
Prohibited names: some names are completely prohibited.
LLC name has to be in Latin characters.

REGISTERED OFFICE ADDRESS AND REGISTERED AGENT
The company must maintain a registered agent on the island, who must be licensed by the Financial Services Regulatory Commission to provide such services.
A registered office address is also required.

LIMITED LIABILITY OF LLC
» Both the Nevis LLC and IBCs offer limited liability. However due to the unconstrained operating agreement of the Nevis LLC, the membership levels can differentiate. For example, original LLC members could invest in the organization before distributing shares – at a different value – to the new LLC members. In this manner the LLC, can structure membership liability, without re-issuing shares like an IBC.

STRUCTURE
» The Nevis LLC requires NO Directors and NO Officers. The LLC is comprised of members (owners) and managers. There may be many tiers and levels of members. Additionally, sole member Nevis
LLCs are permitted.
» The Nevis LLC is structured with an operating agreement which dictates the members’ ownership, position and how the company is managed. The Nevis LLC has NO bylaws.
» The Nevis LLC structure creates legal separation between the owners of the company, the company itself, and the business it conducts. The LLC is liable for its operating debts; the members and/or the managers are not.
» Nevisian law permits the use of nominee members and managers. Thus the true managers and
members can remain undisclosed. NTL can provide nominee service upon request.
Members
Members in LLCs are equivalent to shareholders in IBCs. A minimum of one member is required. Residents of any country, individuals and legal entities may be members of Nevis LLC. Should you need a nominee member, NTL Trust Limited can provide this service.
Managers
LLCs do not have directors. Instead, the Members can choose between managing the LLC themselves or appointing an external Manager.
Managers do not need to be members of the limited liability company. Residents of any country, individuals and legal entities may become managers of Nevis LLC.
Managers may be designated and removed by the majority of the members.
For strongest asset protection, a Nevis manager is recommended. NTL can provide Nevis manager service.

PRIVACY & DATA PROTECTION
All of the affairs of a Nevisian LLC are private and cannot be disclosed except under truly extraordinary circumstances. Nevis does not require any government inspection of your LLC’s financial or business records.
» No public records of Nevis LLC; All LLC membership and manager information is held directly by a registered agent such as NTL Trust Limited, or in some cases, your personal legal advisor.
» The Nevis LLC provides complete anonymity, except under exceptional circumstances such as “beyond reasonable doubt” proof of fraudulent, intent or links to international terrorism.
» On payment of a Company Search fee, members of the public may inspect the details of an LLC as
filed with the Registry. However, the Articles of Organization is the only document filed with the Nevis Registrar of Companies. It lists only name of the Nevis registered agent and registered office address. Therefore, the Company Search facility really on serves to confirm that the Company exists, but there is no public information on Managers, Members etc.

OFFSHORE LLC ASSET PROTECTION COMPARISON
Under the Nevis Limited Liability Ordinance of 1995, the island became the first offshore jurisdiction to form LLCs. Many other countries have followed suit, but Nevis still retains many advantages over its global counterparts. Particularly concerning secure asset protection, the Nevis LLC is the international leader.

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A Nevis LLC can be combined with other structures or with other LLCs for more complex planning solutions. Its simplicity and corporate personality makes international banks and financial services providers very comfortable with the LLC, thus facilitating account opening and full due diligence procedures in the shortest possible time.

NEVIS LLC: ASSET PROTECTION
A Nevis LLC offers greater flexibility and asset protection than a corporation, and is more readily understood worldwide than a trust.
The following graphic illustrates the basic layout of a Nevis LLC structured to protect family assets. On the left, the LLC members are isolated from the exposure of the various family assets pictured on the right:

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» Assets transferred to an LLC become property of the LLC and are no longer under control of the member. The manager assumes a role similar to that of a trustee but without many of the restrictions of a trust: for example, the LLC may conduct an active business.
» Managers may be individuals or business entities of any nationality or domicile. The LLC may be managed either by its members or by third parties, which can augment beneficiary member confidentiality.
» A Nevis LLC can be used as an alternative to a trust. The manager of the LLC is akin to the trustee of a trust, and the members are akin to the beneficiaries of a trust.
» Unlike shares in a corporation, a creditor cannot seize a membership interest in an LLC.
» Assets of the LLC controlled by a Nevis manager are subject to exclusive jurisdiction of the Nevis courts. A foreign court order is not valid and forced repatriation of assets is not possible. Nevis courts do not favor the granting of court orders against LLCs except under truly exceptional circumstances.

OPERATION
» There is no government requirement for typical corporate formalities like meetings or minute books.
» The easily amended operating agreements permit substantial flexibility with enforceability of contract, allowing for; mergers or consolidation with other domestic or foreign business entities.

PURPOSES & RESTRICTIONS
Nevis LLC may be organized for any lawful business purposes, including, without limitation, the rendering of professional services by or through its members, managers, officers or agents, subject to any licensing or registration requirements applicable in any jurisdiction in which the services are rendered or in which such persons are licensed or registered.
Company should not conduct banking, trust, insurance, mutual fund business unless it was properly licensed.
Company should not conduct a business within the jurisdiction of Nevis.
There are no restrictions on doing business outside of Nevis except illegal activities or such activities that require additional licenses.

NEVIS LLC AUTHORIZED CAPITAL
Standard Nevis LLC Authorized Capital is US$10 000. However there are no minimum capital requirements as well as no maximum limit.

TAXES
The Nevis LLC has NO Taxes; any profits are passed through to the members to be reported as personal income.

ACCOUNTING & AUDIT REQUIREMENTS
Nevis LLC must keep reports, including, where applicable, contracts and invoices. Reporting must reflect:
» All amounts received or expended by the company, and the reasons of income or expense;
» All purchase and sale transactions, as well as other transactions, assets and liabilities of the company.

Reports of the Company must:
» Correctly explain all the transactions;
» Allow determining the company’s financial condition at any time and with sufficient accuracy;
» Allow preparing complete reports.

Reporting should be kept for 5 years from the date of its preparation.
Reporting of the Company must be kept at the office of registered agent or in any other place, which, in the opinion of management or members of the company is suitable for control at any time.
Company which willfully violates these rules must pay a penalty of $ 5,000.
Audit is not required.

REQUIRED DOCUMENTS
» Completed Order Form
Each Beneficial Owner, Member and Manager must provide the following documents to complete LLC incorporation:
» A certified passport copy or another acceptable ID document;
» A copy or original of a document proving address, such as a utility bill or bank statement;
» A copy or original of a reference letter or bank statement.

CORPORATE SEAL
Nevis LLC corporate seal is not required.

TERMS OF INCORPORATION
NTL Trust Limited can incorporate your Nevis LLC in 3-4 business days. Apostilles take an additional one business day.
Our office always has a convenient supply of shelf companies ready for immediate transfer.

DOCUMENTS PROVIDED UPON INCORPORATION
» Certificate of formation;
» Endorsement certificate;
» Articles of organization;
» Certificate of Notary Public;
» Designation and acceptance of registered agent;
» Assignment of organization rights;
» Appointment of the first Manager(s);
» Consent and resignation letters;
» Resolution of the organizer;
» Operating agreement;
» Registers of managers, members, capital contributions;
» Certificate of ownership.

ANNUAL RENEWAL
Nevis LLC has to be renewed every year on the anniversary of the incorporation. Annual Fees include government fees, registered agent fee and registered office fee, and are to be paid every twelve months thereafter.