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Saint Kitts and Nevis

Companies and Structures

The corporate world has become tougher, especially regarding the establishment of corporations outside the country of residency. To prevent financing illegal activities and crime, organizations such as the OECD have risen and gotten powerful during the past years.

However, Nevis’s corporate regime remains highly competitive and robust. Despite OECD pressure, Nevis has managed to balance a well-regulated compliant regime and meet OECD demands while it maintains its traditional offshore advantages.

There are three main corporate structures in Nevis, each with its distinctive advantages, the LLC, the IBC, and the LP:

-The LLC (limited liability company):

- Is one of the most popular asset protection tools worldwide.

- It is used in many self-directed IRA structures and holding entities.

- Combined with a Nevis trust, the LLC becomes a Fort Knox of asset protection because neither the LLC owner nor the beneficiary of the trust is on a public registry.

- Can be established in a couple of days.

- Is entirely tax-free.

- No substance requirements.

-The IBC (international business company):

- It has pretty much the same characteristics as the LLC but it’s limited by shares.

- There is the added burden of demonstrating that the company is managed from overseas with an overseas office, otherwise, there might be a tax liability.

-The LP (limited partnership):

- It must consist of at least one person who serves as a general partner and at least one who serves as a limited partner.

- The partners are exempt from all kinds of tax in Nevis.

- LPs don’t need to appoint auditors for their accounting and must only keep accounting records sufficient to explain their financial records.

No country has been fully able to avoid the EU and the OECD’s international regulations. However, some countries, like Nevis, do maintain their tradition of offering financial incentives and tax benefits to those willing to establish a corporation there.

What do Nevis’s Corporate Structures Offer to Investors?

- As we said, if properly structured, no taxes of any kind.

- If paired with a Nevis trust or multiform foundation, your privacy is guaranteed as the owners' and beneficiaries’ names are not in any public registry.

- Nevis’s legal system is based on the British Common Law and Delaware’s corporate legislation. This means that Nevis has a pro-business, pro-privacy, and pro-asset protection legal system. They don’t even recognize foreign judgments, which fully protect your company and your assets.

- Nevis has little to no substance requirements. You don’t need to have an actual office or personnel, just a registered address and a local representative (our partner can serve as your representative).

- There are no paid-up capital requirements and no specific accounting requirements. However, the company should keep books with transactions to prepare financial statements.

In that sense, Nevis’s legal system can help you overcome many issues that may exist in other jurisdictions since its corporate law is based on both Common Law and Delaware’s corporate legislation (USA). This is an advantage that Nevis offers, even though the rest of its legislation was founded on English Common Law. Also, you must know that the Nevis Business Corporation Ordinance of 1984 will be your best partner in this process if you can get familiarized with it.

Nevis’s most important and popular corporate structure is the LLC, which is famous for its flexibility and tax advantages. In Nevis, you can establish a corporation (IBC or LLC) straightforwardly and have significant advantages such as no minimum required capital and no worldwide tax. A corporation in Nevis is certainly an essential part of your international asset protection structure.

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Nevis Business Corporation Ordinance 1984

Establishing a Company in St. Kitts and Nevis

Establishing a company in St. Kitts and Nevis is easy. Since they offer user-friendly and flexible legislation and a qualified pool of professionals with expertise in asset management and finance, you would be right to consider this as your next jurisdiction for corporate services.

Nevis is known as a welcoming, innovative, and progressive jurisdiction, where the incorporation process is efficient. There is no compromise on the quality of service or the carrying out of international best practices.

Corporate services in St. Kitts and Nevis are private and confidential. For example, the names of corporate managers, directors, and shareholders are not required to be filed with the country's Registrar of Companies. Thus, these names stay private and are never made known to the public.

In short terms, St. Kitts and Nevis might become the perfect place to incorporate your offshore corporation if you:

- Want the benefit of strong asset protection.

- Want a private and secure registration.

- Desire relatively simple and easy offshore incorporation.

Do you have questions?

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Why Should You Incorporate Your Offshore Company in St. Kitts and Nevis?

A corporation registered in St. Kitts and Nevis offers many benefits such as the ones mentioned before (privacy and confidentiality for shareholders, managers, and directors; and fast incorporation). However, if we go deeper, we will find other attractive benefits such as:

- No worldwide taxation, which means that income and assets obtained outside the territory of Saint Kitts are not subject to fees and taxes or currency control.

- No minimum authorized capital.

- The owner can structure the company without problems.

- Legal entities and natural persons can be appointed as participants of the managing board and managers, and their place of residence and citizenship does not matter.

- Only one owner is allowed.

- The management can be delegated to third parties. In this case, the beneficial owner is granted absolute confidentiality.

What Types of Companies can be Incorporated in St. Kitts and Nevis?

In these beautiful Caribbean islands, there are two types of international companies:

International Business Corporations (IBCs), which are incorporated under or continued under St. Kitts and Nevis Business Corporation Ordinance 2017.

Limited Liability Companies (LLCs), which are organized under or continued under St. Kitts and Nevis Limited Liability Company Ordinance 2017.

IBCs are tax exempted on all income earned from anywhere in the world except St. Kitts and Nevis. However, the most popular entity, because of its exceptional asset protection and tax flow-through benefits, is the LLC. It is much more beneficial from a tax and asset protection perspective than the IBC, at least for most people.

If you are interested in one of these options, you should know that it takes approximately 24 hours to form a St. Kitts and Nevis LLC or to incorporate an IBC. Also, a foreign entity can easily be re-domiciled as a St. Kitts and Nevis LLC or IBC.

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What’s the Difference Between an LLC and an IBC?

Virtually, none. Both can be established in 24 hours, the accounting requirements are scarce in both cases, you can redomicile a foreign LLC or IBC. In both cases, you can maintain top privacy for the owner and UBO, especially if paired with a Nevis trust.

The main difference is that the IBC is limited by shares. However, if you look into the details, there’s another significant difference. There’s a slim chance that your company might be taxed if you cannot prove it’s managed from abroad with a registered, physical overseas office. Thus, we generally recommend you establish an LLC.

Registering an Offshore Corporation in St. Kitts and Nevis

As a business owner, you must consider which form of legal entity best suits your business needs now and in the future as the business grows. Then, you will need to follow a process that can be summarized as follows:

Step 1 – Go to the Financial Services Regulatory Commission and search their database of companies in St. Kitts and Nevis to make sure that the name you chose for your company isn’t already taken.

Step 2 – Prepare and file company articles of incorporation. This is usually done by Local Corporate, which is the best option, but you can do it yourself if that is what you want. Once your application is successful, you will receive your certificate of incorporation.

Step 3 – Purchase a company seal and stamp. The stamp is needed to open the company bank account.

Step 4 – Register for a business license. This is done by applying to the Ministry of Finance or the Financial Services Regulatory Commission, depending on the type of business you are registering. After your application has been processed, it will be forwarded to the Inland Revenue Department and they will issue a tax identification number for you.

Step 5 – Open a bank account with a local bank. As usual, this is a process in which we can kindly assist you. Contact our experts for more information on Nevis corporate banking.

With these few steps, you can successfully start a business in St Kitts and Nevis, and it can be done in a couple of days.

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What Documents Will You Need to Register a New St. Kitts and Nevis Corporation?

Most jurisdictions worldwide can seem challenging at first when trying to register a structure. However, this is not the case with St. Kitts and Nevis, and we can mention some of the documents you will need for sure during this process.

1. Passport of each shareholder/beneficial owner and director.

2. Proof of residential address of each director and shareholder (Must be in English or a certified translation).

3. The proposed company names.

4. The issued share capital and par value of shares.

Then, if you continue the process, you will receive corporate documents such as Certificate of Incorporation, Business Registration, Memorandum and Articles of Association, etc. After that, your new company in St. Kitts and Nevis is ready to do business.

Reporting Requirements for Corporations in St. Kitts and Nevis

St. Kitts and Nevis corporations are not required to keep accounting and auditing records. Consequently, the corporation has the freedom to decide how to maintain its records.

However, under AML/CFT regulations, registered agents acting on behalf of entities are required to obtain and maintain KYC/CDD information on all principals including, for example, beneficial owners, settlors, controlling shareholdings, directors, major beneficiaries, etc.

St. Kitts and Nevis regulators recognize a single-member IBC. There are no limitations on the number of members. Besides this, an IBC can also be managed by a single manager, the same as with an LLC. The minimum number of shareholders required is one, and the minimum number of directors required is also one. Shareholders, directors, and other officers of the corporation can reside anywhere and be of any nationality. Likewise, the entities must always maintain a registered agent and a registered office in St. Kitts and Nevis.

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What Else Should You Know About Corporate Services in St. Kitts and Nevis?

When registering a new corporation in St. Kitts and Nevis, the law requires selecting a unique corporate name. In other words, they require you to choose one that is not like any already existing St. Kitts and Nevis corporate names found in the Registrar of Companies. Also, St. Kitts and Nevis do not require a minimum authorized capital for their corporations.

St. Kitts and Nevis allow bearer shares with the Regulator's approval, that is, the Registrar of Corporations. The registered agent holds the bearer certificates for the owner. They will also maintain a register of each bearer’s share.

Now, regarding the company’s management, St. Kitts and Nevis has two options. First, the company can choose to be governed by either its shareholders or, second, they can choose appointed managers. Therefore, the number of managers depends on how the company's Articles of Organization are composed.

A detail to notice here is that these corporations’ managers do not have to be shareholders and can live anywhere in the world. Moreover, either private persons or corporations can be named as St. Kitts and Nevis corporation managers.

Every Nevis corporation must appoint a local registered agent who is pre-approved by the Nevis government to serve as a registered agent and have a local office address to accept official notices. However, a Nevis corporation can have its main office anywhere in the world.

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St. Kitts and Nevis Taxation

The corporations in this country are exempt from both income taxes and capital gains taxes, withholding tax, and stamp duty. Therefore, your company will be exempt from all estate, inheritance, or succession tax. As if it was not enough, St. Kitts and Nevis is a party to double taxation treaties with Denmark, Norway, Sweden, Switzerland, the United Kingdom, and the United States of America (limited to social security benefits).

What Can We Do for You?

Our team provides services for registration, maintaining companies, and opening bank accounts in different jurisdictions, including St. Kitts and Nevis. Here at Mundo, our experts support individuals and companies for corporate services and even banking.

In other words, we are the corporate consultants that you are looking for to incorporate your company in St. Kitts and Nevis. Do not hesitate to ask for help and guidance in the process. Contact us right now.

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