Formation Nevis -Offshore Company Formation
International formation of businesses for legal
reduction of corporate taxes and limitation of liability
Formation Nevis -Offshore Company Formation:
double taxation agreements (DTA)
tax Offshore Companies
tax Onshore Companies
for job creation
free receipt of foreign dividends
EU Parent-Subsidiary Directive applicable
Holding company privileges
Nominee relationships allowed
Services provided by our Law Firm – or our Partner Network:
the company, Apostille, upon request certified translation of the
-Certificate of Incorporation:
The certificate of incorporation is an official document that confirms
the name of a registered company, as well as the registration number.
of Good Standing
Registered Office to maintaining a business office
- Upon request:
Nominee Director (attorney acts as a trustee and acts as the Director of
the company during the formation phase) and / or Nominee Shareholder
(natural person or legal entity – Law firm acts as a trustee in the form
of the shareholder of the company)
Permanent Nominee Director (Attorney acts
as trustee in the capacity of Director of the company during the entire
term of the agreement)
A production site, a site for the exploitation of mineral
resources or construction works whose duration is greater than 12 months
always constitutes the establishment of a place of business in the
country of the company's seat
example: Belize, BVI, Cayman Islands, Nevis etc….), independent „of the
place of managerial supervision” (analogous to Article 5 OECD_Model
Convention). Otherwise the taxable permanent establishment is defined
via the „place of managerial supervision”.
As a rule this implies, that a person who
maintains his ordinary residence in the country of the company's seat
must act as the Director of the company.
Either the client or an agent relocates his ordinary residence to the
country of the company’s seat and he, himself, acts as the Director of
the company or our Law Firm in the country of the company’s seat
provides a Nominee Director.
Alternative: For example: The Danish client / founder acts as the
Director of the company and establishes credibility that he is present
in the country of the company’s seat within the course of carrying out
the required managerial supervision. Due to the fact that as a rule tax
havens (Belize, BVI Cayman Islands, Nevis etc…) do not maintain a public
commercial register, the installation of a “Nominee Director in the
formation phase” is possible and not necessarily a "permanently present
- Upon request:
- Upon request:
Liechtenstein Institute as the shareholder of the company
The shareholder or the shareholders are the „Owner”
of the company. It can be individuals or companies.
Bearer shares, nominee shareholder or for
example a Liechtenstein Institute as a shareholder serve to conceal the
true ownership relationships.
Which constellation is best suited, is
dependent upon different prerequisites. We would welcome the opportunity
to discuss this with you in a personal setting.
- Opening of an
account in the name of the company, incl. Online banking and VisaCard
(in the case of bearer shares the opening of an account is often only
possible, if the client / founder is not present at the opening of the
- Upon request:
Investment account in Switzerland (Minimum deposit 10,000 CHF)
- To the extent
it is a requirement of domestic law: Provision of proof of the exempt
status to the authorities (most tax havens differentiate between
offshore and onshore companies. Onshore companies are taxed normally,
offshore companies – i.e. companies which transact business outside of
the country are not taxed. The Cayman Islands is the exception: Real
Federation of Saint Kitts and Nevis
Federation of Saint Kitts and Nevis
(also known as the Federation of Saint
Christopher and Nevis),located
Leeward Islands, is
a federal two-island nation in the
West Indies. It is
the smallest nation in the Americas, in both
The capital city and headquarters of government
for the federated state is on the larger island of
Saint Kitts. The
smaller state of
Nevis lies about 2
miles (3 km) southeast of Saint Kitts, across a shallow channel called
Anguilla was also a
part of this union, which was then known collectively as
Saint Kitts and Nevis are geographically part of
the Leeward Islands. To the north-northwest lie the islands of
To the east and northeast are
Antigua and Barbuda,
and to the southeast is the small uninhabited island of
Redonda, and the
currently has an active volcano (see
Saint Kitts and Nevis were amongst the first
islands in the Caribbean to be settled by Europeans. Saint Kitts was
home to the first British and French colonies in the
Saint Kitts and Nevis is the
smallest nation on Earth to ever host a World Cup event; it was one of
the host venues of the
2007 Cricket World Cup.
Saint Kitts was named "Liamuiga"
by the Kalinago Indians who inhabited the island. This name, roughly
translated in English means "fertile land," a testimony to the island's
rich volcanic soil and high productivity.
Nevis' pre-Columbian name was "Oualie", which
translates to "land of beautiful waters", presumably referred to the
island's many freshwater springs and hot volcanic springs.
upon sighting what we now call Nevis in 1498, gave that island the name
(Saint Martin). However, the confusion of numerous, poorly-charted small
islands in the Leeward Island chain, meant that the name ended up being
accidentally transferred to another island, the one which we now know as
the French/Dutch island
The current name "Nevis" is derived from a
Spanish name Nuestra Señora de las Nieves,
by a process of abbreviation and
Spanish name means
Our Lady of the Snows.
It is not known who chose this name for the island, but it is a
reference to the story of a 4th century Catholic miracle: a snowfall on
the Esquiline Hill in Rome. Presumably the white clouds which usually
wreathe the top of Nevis Peak reminded someone of the story of a
miraculous snowfall in a hot climate. The island of Nevis, upon first
British settlement was referred to as "Dulcina", a name meaning "sweet
one". Its original Spanish name, "Nuestra Señora de las Nieves", was
eventually kept however, though it was soon shortened to "Nevis".
There is some disagreement
over the name which Columbus gave to St. Kitts. For many years it was
thought that he named the island San
Cristobal, after his patron saint
the saint of travelling. However, new studies suggest that Columbus
named the island Sant Jago
(Saint James). The name "San Cristobal" was apparently given by Columbus
to the island we now know as
Saba, 20 miles
northwest. It seems that "San Cristobal" came to be applied to the
island of St. Kitts only as the result of a mapping error. No matter the
origin of the name, the island was well documented as "San Cristobal" by
the 17th century. The first British colonists kept the English
translation of this name, and dubbed it "St. Christopher's island." In
the 17th century Kit, or Kitt, was a common abbreviation for the name
Christopher, and so the island was often informally referred to as
"Saint Kitt's island," which was further shortened to "Saint Kitts."
Today, the Constitution refers to the nation as both
"Saint Kitts and Nevis" and "Saint Christopher and Nevis", but "Saint
Kitts and Nevis" is the form commonly used both at home and abroad.
The islands of Saint Kitts and Nevis are two of the
Caribbean's oldest colonised territories. Saint Kitts became the first
British colony in the West Indies in 1624 and then became the first
French colony in the Caribbean in 1625, when both nations decided to
partition the island.
Five thousand years prior to European arrival,
the island was settled by Indian peoples. The latest arrivals, the
arrived approximately 3 centuries before the Europeans. The Kalinago
allowed the Europeans to colonize Saint Kitts, while earlier attempts to
settle other islands were met with immediate destruction of the colonies
by the Indians. The Kalinago were eventually wiped out in the great
Kalinago Genocide of 1626.
Often overlooked in history is the fact that in the 1600s, under
Cromwell's reign, England shipped approximately 25,000 Irish to St.
Kitts as slaves to work on the island.
The island of Nevis was
colonized in 1628 by British settlers from Saint Kitts. From there,
Saint Kitts became the premier base for British and French expansion, as
the islands of
Tortola for the
St. Barths for the
French were colonized from it.
Although small in size, and separated by only 2 miles
(3 km) of water, the two islands were viewed and governed as different
states until the late 19th century, when they were forcefully unified
along with the island of Anguilla by the British. To this day relations
are strained, with Nevis accusing Saint Kitts of neglecting its needs.
Saint Kitts and Nevis, along with
Anguilla, became an
with full internal autonomy in 1967. Angullians rebelled, and their
island was allowed to separate from the others in 1971. St. Kitts and
Nevis achieved independence in 1983. It is the newest sovereign nation
in the Americas. In August 1998, a vote in Nevis on a referendum to
separate from St. Kitts fell short of the two-thirds majority needed. In
late September 1998,
caused approximately $445 million in damages and limited
GDP growth for the
the first United States Secretary of the Treasury, was born in Nevis; he
spent his childhood there and on
St. Croix, then
Denmark, and now
one of the
United States Virgin Islands.
St. Kitts and
Nevis Private Company (St Kitts & Nevis)
Private companies may be
limited by shares or by guarantee, and are formed under the Companies
Act 1996, which has effect in St. Kitts and Nevis. They have the
- A minimum of one shareholder is
required and a maximum of 50 are permitted.
- Either registered or bearer
shares may be issued. Bearer shares must be deposited with a
regulated company in St. Kitts. Nominee shareholder service is
available for registered shares.
Fractional and Treasury shares are
permitted, but shares cannot be sold at a discount except for
commission payments. Public offers of shares may not be made.
- A private company must have at
least one director. Every company must have a secretary and may have
one or more assistant secretaries who, or each of whom, may be an
individual or a body corporate.
- Every company must hold an annual
general meeting unless all the members of a private company agree in
writing not to.
- No annual returns required.
- Certain words are prohibited in
company names and the company's name must end in "Limited," "corporation"
or their abbreviations.
- All companies must have a
registered office in the Federation to which communications and
notices may be addressed; however a registered agent is not required.
- Every company must keep a
register of members.
One or more persons associated for a
lawful purpose can form a company by subscribing their names to a
Memorandum of Association written in the English language. Incorporators
either adopt model Articles or draw up their own Articles of Association.
These documents are submitted to the Registrar of Companies along with
payment of a 540 East Caribbean dollars ($200) registration fee, after
which a certificate is issued. In its Memorandum, a company limited by
shares must state the maximum number of shares that the company is
authorized to issue and the share value, which can be expressed in any
currency but may not be printed on share certificates. A company limited
by guarantee must state in its Memorandum the number of members it
proposes to register and the amount of the guarantee expressed in any
Since the doctrine of ultra vires has been abolished,
a company has the capacity, rights, powers and privileges of an
individual. Perpetuity options are a limited life-span (with the number
of years specified) or an unlimited life-span.
St. Kitts and Nevis Public Company (St Kitts & Nevis)
A public company is one that has more than 50 members,
and is permitted to make public offerings of its shares. It needs three
directors, of whom a least two are not employed by the company or
related companies. Assistant secretaries can be individuals or
Members' meetings can be conducted by electronic
means, as long as members can hear each other's voices. Public companies
must hold an annual general meeting while members of private companies
can agree to dispense with this. The first general meeting must take
place within 18 months after incorporation. Shareholders holding
one-tenth of shares and members of a company limited by guarantee who
hold one-tenth of voting rights can demand that directors call a general
meeting. If directors do not comply, those who requisitioned a meeting (or
requisitionists of the group holding one-half of voting rights) can call
a meeting themselves. A quorum consists of a least two members present
in person or by proxy (1) holding at least one-third of value of issued
shares with voting rights; or (2) one-third of voting rights of a
company limited by guarantee. Special resolutions require a two-thirds
St. Kitts and Nevis Exempt Private Company (St Kitts & Nevis)
An exempt private company is a private company (as
above), which pays no income, capital gains, withholding, or stamp taxes
as long as it conducts business exclusively with persons who are not
resident in the Federation.
An annual fee of US$200 is payable to the government
on filing of the annual return. Although company details are kept on the
public register, inspection of the register by persons who are not
members or officers of the company is not permitted.
The law makes clear that an exempt company does not
lose its tax waivers because of certain activities within the Federation
including signing contracts or concluding arrangements for employing
residents, purchasing goods and services, and exercising other powers to
carry on its business such as holding directors' and members' meetings,
transacting banking and reinsurance business, and conducting securities
transactions or serving as adviser to Federation residents who enjoy
St. Kitts and Nevis International Business Company (Nevis)
This type of company is formed under the Nevis
Business Corporation Ordinance, 1984 as amended, particularly in 2000,
and is suitable for use as a holding company or an investment company.
The legislation closely follows Delaware law and is useful to those
familiar with this legislation. Characteristics of the IBC are as
- Nothing required to be maintained in the place
of incorporation except the Registered Agent’s details.
- Total tax exemption is automatically provided by
law for IBC companies.
- No minimum capital required.
- Prior approval required of company name. Some
words are sensitive eg Assurance, Bank, Trust etc. Must end
'Limited', 'Corporation', 'Incorporated', 'Societe Anonymne' ,
Gesellschaft mit beschraenkter Haftung or their abbreviations.
- Incorporation takes one or two days.
- Shelf companies are available.
- Capital duty is US$ 200 based on an authorised
share capital of 1,000 shares at no par value or on $100,000 of par
- The minimum number of shareholders is one.
- Bearer shares and shares of no par value must be
held by a custodian.
- The minimum number of directors is three,
however, if there are fewer than three shareholders then there may
also be fewer than three directors.
- A secretary is required who may be a company.
- There is no requirement for a registered office,
but there must be a registered agent.
- Information available publicly consists of the
articles of incorporation and the name of the registered agent.
- There is no requirement for the production or
filing of accounts, and no annual return is required.
- Annual fees amount to US$200.
- IBCs do not have access to St Kitts and Nevis
double tax treaties.
St. Kitts and Nevis Limited Partnership
(St Kitts & Nevis)
At least one general and one limited
partner are needed to form a limited partnership, under the Companies
Act, 1996. The law allows a corporation to be a general or limited
partner and permits one person to be simultaneously a general as well as
a limited partner in the same limited partnership.
Registration is a simple process of
drawing up a declaration of formation of the limited partnership and
delivering the document to the Registrar of Limited Partnerships
accompanied by a $200 registration fee. The declaration, signed only by
general partners, requires the name of the firm, term (if any) for which
it is to exist (or, if for unlimited duration, a statement to that
effect) and the general partner's names and addresses. The ongoing
annual registration fee is US$100.
Contributions of a limited partnership to the firm
may be in money (expressed in any currency), other property, and
services. A limited partner is not liable for the firm's debts and
obligations unless he participates in the management of the partnership,
which is the function of general partners. However limited partners have
the right to vote on a number of matters affecting the partnership
without losing their limited status. Divestiture of a limited partner's
interest in the partnership requires consent of all members.
A limited partnership's name must end with the words
"limited partnership" or its abbreviation (LP) and may only contain the
name of general partners. The firm must maintain an office in the
Federation, where a register of limited partners must be kept. Legal
proceedings by or against a limited partnership may only identify a
general partner as the instigator or target of the action. Accurate
accounts reflecting the partnership's financial position must be kept
but auditing is not required. Records can be kept in electronic form. A
limited partnership may invite the public to acquire units of the
partnership's assets after a prospectus has been approved by the
Minister of Finance.
If general partners drop out of the firm for any
reason, the firm must be dissolved unless limited partners elect one or
more general partners. The firm can be continued under the existing
agreement or a subsequent agreement.
St. Kitts and Nevis Exempt Limited
Partnership (St Kitts And Nevis)
A limited partnership can qualify for tax exemption
if it refrains from doing business with Federation residents. Partners
of an exempt limited partnership are not subject to income, capital
gains, and withholding taxes. Furthermore, no estate, inheritance,
succession or gift taxes have to be paid by any person regarding
property owned by or securities created or issued by an exempt limited
partnership. Also, stamp duties are not levied on any person with regard
to transactions in securities issued or create in respect of an exempt
The rules for allowing an exempt limited partnership
to carry on some onshore activities are the same as for a corporation (see
above). The annual registration fee for an exempt limited partnership is
St. Kitts and Nevis Limited Liability Company (Nevis)
Nevis LLCs are formed under the Nevis
Limited Liability Company Ordinance, 1995, whose features include:
- No corporate tax, income tax, withholding tax,
stamp tax, asset tax, exchange controls or other fees or taxes are
levied on assets or income originating outside of Nevis;
- Members may be individuals or business entities
of any nationality or domicile; there may be a single member;
- No annual or other reports are required;
- Foreign Limited Liability Companies or other
business entities may re-domicile to Nevis;
- Limited Liability Companies may have limited
- The name of an LLC must end in one of the
following: "Limited Liability Company", "LLC", "L.L.C.", "LC" or
- Shelf companies are available immediately; the
formation of a company normally takes 2 to 4 working days.
St. Kitts and Nevis Trusts (St Kitts And Nevis)
The Trusts Act 1996 was a replacement for the 1961
Trustee Ordinance modeled after the 1925 English Trusts Act, and
contains modern asset protection provisions. Trusts and their
beneficiaries receive the same tax waivers as companies, with the
similar proviso that all transactions must be confined to non-residents
for the trust to enjoy exempt status. Trusts may have a protector but,
with the exception of unit, spendthrift and charitable trusts, the
protector needs acceptable professional qualifications. Both the settlor
and trustees can be beneficiaries of a trust.
St Kitts and Nevis trusts are exempt from income,
withholding, capital gains and stamp taxes as long as all transactions
are confined to non-residents, and subject to a statutory declaration of
exempt status accompanied by an annual registration fee of US$200.
Section XV of the Act makes it clear that
beneficiaries do not lose their exemption if trustees are active in the
Federation owning or leasing property for an office or residences for
beneficiaries, holding meetings, conducting banking, signing employment
contracts, and arranging for goods and services.
Every trust must maintain an office in the Federation
for service of papers. At least two trustees must be appointed, unless
one trustee is a corporation or only one trustee was originally
appointed under previous legislation. One trustee must either be a
Federation resident or carry on business from an office within the
Federation. Trustees' duties include registering the trust with the
Registrar of Trusts (who may also be the Registrar of Companies).
Trusts do not have to be audited, unless trust terms
call for this. The annual statement filed by trustees need not include
any financial information. Strict confidentiality rules for trustees
prevail. In response to a written request, trustees may in a "reasonable
time" provide information about the trust's financial situation and
management to the Eastern Caribbean Supreme Court, Government inspectors,
and, subject to the terms of the trust, the settlor, protector, a
beneficiary, and a charitable beneficiary.
Every non-charitable trust is restricted to a
100-year life span. No restriction is imposed on charitable trusts.
Trust terms should specify how long the trust might accumulate income.
Asset protection provisions, covered in Part V of the
Act dealing with a settlor's rights and responsibilities and applicable
to all trust, shield the settlor against forced heirship, compulsory
division of matrimonial property, and creditors' suits. A creditor who
wants to bring a court action against trust property must first purchase
a 25,000 East Caribbean dollars ($9,250) bond from a Federation
financial institution and deposit it with the Minister of Finance to
cover all costs should the action prove unsuccessful.
The proper law of the trust is the law of the
jurisdiction expressed by the trust's terms as the proper law; or,
failing that, implied from the trust's terms; or failing either, the
jurisdiction with which the trust at the time it was created had the
St. Kitts and
Nevis International Exempt Trust (Nevis)
These trusts are formed under the Nevis
International Exempt Trust Ordinance of 1994, as amended to September
2000. The Trust Ordinance includes special provisions to enhance the use
of Nevis as a preferred jurisdiction for the establishment of Asset
Highlights of the Trust Ordinance include:
- Exemption from all forms of Nevis taxation and
exchange controls provided that transactions take place only with
- The trustee may be either a trust company
licensed to do business in Nevis or a company incorporated under the
- The proper law may be the law of Nevis or the
law of another jurisdiction;
- The rule against perpetuities does not apply;
- Forced heirship rules are specifically excluded;
- Spendthrift and charitable trusts are permitted;
- There is a US$25,000 bond requirement prior to
the commencement of an action or proceeding against trust property;
- There is no registration requirement other than
for the Trust's name, name of Trustee and the registered office
- Settlor and Beneficiary must be non-residents
and may be the same person;
- One trustee must be a Nevis offshore company or
a trust licensed company;
- Protectors are allowed for and may be the same
person as the Settlor and Beneficiary of the Trust;
- An IET is valid and enforceable notwithstanding
that it may be invalid according to the law of the Settlor's
domicile or residence or place of current incorporation;
- The Trust is not considered fraudulent if
settled up to 2 years after the date of the creditor's cause of
- The creditor must prove the
intent of the debtor to defraud with "clear and convincing" evidence;
- The Statute of Queen Elizabeth is
St. Kitts and Nevis
Multiform Foundations Ordinance (Nevis)
The Multiform Foundations
Ordinance came into force on October 1st 2005. It introduces a flexible
hybrid multiform of foundation into the Nevis international financial
The Nevis Multiform
Foundation is a legal entity shell into which a subscriber can self-design
the form of the Foundation, subject to given rules that define it.
Therefore, each Nevis Foundation will have a stated multiform, meaning
that the constitution of the foundation will state how it is to be
treated: whether as a trust, a company, a partnership or an ordinary
Through the multiform
concept the stated identity of the Foundation can be changed during its
lifetime, thus allowing for greater flexibility in its use and
The Ordinance provides
for other entities to be converted or transformed, continued or
consolidated or merged into a Nevis Multiform Foundation. Therefore, an
entity incorporated outside of Nevis can be transformed into a Nevis
Foundation; an existing Nevis entity can be converted into a Nevis
Foundation; and any two or more entities from outside or within Nevis
can merge into a Nevis Multiform Foundation.
The Ordinance provides
for a balance between privacy and transparency and also provides for
healthy corporate governance. In light of this, the Ordinance
anticipates that Nevis Multiform Foundations will be used for estate
planning, charity, financing and special investment holding arrangements.
The Ordinance has a
section on forced heirship, making it clear that any Multiform
Foundation governed by the laws of Nevis cannot be made void, voidable
or liable to be set aside, or defective in any manner by reference to
the law of a foreign jurisdiction.
The Ordinance provides
that a Foundation can become tax resident in Nevis, subject to an annual
fee of $1,000. The Multiform will then be subject to Corporation Tax at
a rate of 1% of net income (net profits) with a minimum tax payable of
US$1,000 per annum. This is particularly important for some
jurisdictions, and again enhances the flexibility of these entities.
Whether under Federation legislation or Nevisvian
legislation, offshore entities in St Kitts and Nevis are exempt from
Corporate Income Tax, Withholding Tax and Capital Gains Tax, as long as
they carry on business only with non-residents of the Federation.
However, the various laws make it clear
that an exempt entity does not lose its tax waivers because of certain
activities within the Federation including signing contracts or
concluding arrangements for employing residents, purchasing goods and
services, and exercising other powers to carry on its business such as
holding directors' and members' meetings, transacting banking and
reinsurance business, and conducting securities transactions or serving
as adviser to Federation residents who enjoy exempt status.
At the time of writing, St Kitts and
Nevis companies paid the following fees:
An Exempt Private Company
(St Kitts and Nevis) pays an annual fee of US$200 to the government on
filing of the annual return.
An International Business
Company (Nevis) pays an annual fee of US$200 to the government (no
annual return is required). Capital duty is US$200 based on an
authorised share capital of 1,000 shares at no par value or on $100,000
of par value shares.
An Exempt Limited
Partnership (St Kitts and Nevis) pays an annual registration fee of
US$200 to the government.
A Limited Liability
Company (Nevis) pays an annual registration fee of US$220 to the
A Trust (St Kitts and
Nevis) pays an annual fee of US$200 to the government along with a
statutory declaration of exempt status.
An International Exempt
Trust (Nevis) pays an annual registration fee of US$220 to the
St. Kitts and Nevis Taxation of Foreign Employees of Offshore
There is no personal
income tax in St Kitts and Nevis but foreign nationals working in the
country are required to obtain a work permit for which, at the time of
writing, there is an annual charge of 1,500 East Caribbean dollars
($635). Persons or companies remitting payments to persons or companies
outside of the nation must deduct a 10% withholding tax on profits,
administration or management and head office expenses, technical service
fees, accounting and audit expenses, royalties, non-life insurance
premiums and rents.
There is no capital gains
tax other than on short-term investments, but the St. Kitts and Nevis
house tax of 5%, payable in two installments a year, applies on annual
rental value of a property, with a 25% rebate on residential property.
The controversial Alien Landowners Tax places a 14% levy paid by buyers
and 4% by sellers on residences. Although it also applies to commercial
land, it is subject to negotiations on a case-by-case basis. A 1% sales
tax on gross sales, a hotel tax of 5% and a 2% tax on foreign currency
transfers are in effect.