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Nevis LLC

There are many features of the Nevis Limited Liability Company that make it one of the most attractive limited liability structures that are currently available. The architects of the Nevis Limited Liability Ordinance set out to design a state -of-the-art form of LLC that is flexible and provides the maximum protection for its members

Formation of a Nevis LLC is done by first filing the articles of organization along with the appropriate receipt of payment of fees to the Registrar of Companies. The law in Nevis requires that the articles have to contain the following: Name of the company, a statement that the company is being formed under the Nevis LLC ordinance, the latest date on which the company is to be dissolved (if any), the name and address of the registered agent in Nevis who manages the LLC, and any other provisions the members may desire that are not inconsistent with Nevis law. Fees are paid to the Minister of Finance, according to the schedule of fees, in compliance with the Nevis LLC Ordinance. Additionally, a Nevis LLC must pay an annual registration fee. Failing to do so results in the dissolution of the LLC.

By law the LLC is required to maintain a registered agent in Nevis. Only a barrister or solicitor admitted to practice in St Christopher and Nevis, or corporation having a paid-in capital of $500,000, may act as a register agent. Failing to maintain a registered agent can result in the LLC being disolved. Registered agents must first be licensed to be registered agents by the Minister, and licensing must be renewed every January.

Creating a Nevis LLC creates a legal entity with separate rights and liabilities from its members and managers. It is solely liable for all its debts and obligations. It has the right to hold title to, or interest in, property in its name. It has the same powers as any individual to do everything necessary or convenient in the furtherance of its purposes, within the confines of the law. It is can be a plaintiff or defendant in any assert of legal rights by or against the LLC.

The Nevis ordinance gives both LLC members and managers added protection by explicitly stating that naming a member or manager in any legal action brought against the company is legal grounds for dismissal or, at very least, a motion for disjointed, which is a legal action that causes the action against the individual named in any such suit to be dropped. The ordinance goes even further, stating that a properly recognized court (i.e., a Nevis court) may charge a members interest to satisfy a debt, "but need not be redeemed at any time" and thus "has only the rights of an assignee of that members interest." The law states states that this "shall be the sole remedies available to any creditor of a member's interest." As you can see, this is some very specific wording that is intended to protect the interests of the members of a Nevis LLC.

There is further protection provided in the Information and Reports section of the ordinance. It uses very explicit wording to create an ironclad barrier in order to prevent any release of information not in the best interest of the LLC.

The section states that a manager "shall have the right to keep confidential from members, for such a period of time as the manager deems reasonable, any information which the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manger in good faith believes is not in the best interest of the (LLC) or could damage the (LLC) or its business or which the (LLC) is required by law or by agreement with a third party to keep confidential."

It further states actions taken to enforce a request for such information must be brought through the High Court of Nevis. Additionally, failure of the LLC to keep or maintain records shall not be grounds to hold any member or manger liable for any debts, liabilities or obligations of the LLC. While this gives members or management extreme latitude in privacy protection, it also serves to create problems, especially if members are using an outside management firm. Therefore, care should be taken to ensure that the articles of organization are well thought out and explicitly written. Exteme care must be exercised in not only drafting the articles of incorporation but also in selecting management: As there is no need to file annual reports or any other burdensome paper work, so members may not have any documentation or written paperwork to review.