Nevis Business Corporation (NBCO)

Nevis, part of the Federation of St. Kitts and Nevis, is internationally recognized as a prominent jurisdiction for offshore company formation. Its corporate framework is governed by the Nevis Business Corporation Ordinance (NBCO), which establishes a detailed legal structure for creating and operating business corporations. These entities, commonly known as “Nevis BCs,” provide a flexible and efficient platform suitable for a wide range of legitimate business and asset management activities.

Under the NBCO, forming a Nevis business corporation involves minimal formalities. Only one director and one shareholder are required, and both positions can be held by the same individual or entity. There are no restrictions on nationality or residency, allowing individuals and entities worldwide to participate.

Shares issued by a Nevis BC represent ownership and governance rights, typically including voting powers on key matters such as director appointments, approval of annual reports, and amendments to corporate governance provisions where allowed. Shares may be issued with or without par value, and capital can be denominated in any currency. There is no prescribed minimum or maximum capital requirement, aside from the issuance of at least one share at incorporation.

Corporate governance is overseen by a board of directors, responsible for managing the company’s affairs. Directors have fiduciary duties to act in the best interests of the company and exercise due diligence. While Nevis BCs are subject to more detailed statutory regulations compared to limited liability companies (LLCs), their governance still offers considerable flexibility relative to similar entities in other jurisdictions, particularly in how bylaws and internal rules can be customized within the NBCO framework.

A notable advantage of Nevis BCs is the high level of confidentiality they provide. Information about shareholders, directors, officers, and beneficial owners is not submitted to the Nevis Registrar of Companies. There is no public register, and no current plans to alter this confidentiality policy.

However, corporations are required to maintain internal records, including accounting documentation sufficient to track financial transactions and overall financial status. There is no obligation to file financial statements or audited accounts with Nevis authorities.

Each Nevis BC must appoint a licensed registered agent and maintain a registered office within Nevis. Annual government fees are payable on the anniversary of incorporation to maintain the company’s good standing.

From a taxation standpoint, Nevis follows a territorial tax system, focusing on whether a company is tax resident or has a taxable presence (permanent establishment) in the jurisdiction. A company is considered tax resident if it is “controlled and managed” within Nevis, subjecting it to a 25% corporate income tax on worldwide earnings.

A Nevis BC may also be taxed on income generated within Nevis if it maintains a permanent establishment there, which can arise under various circumstances, including but not limited to:

• Having a permanent business location in Nevis, such as an office, branch, or management center;
• Employing staff based in Nevis who work on the company’s behalf;
• Utilizing a dependent agent in Nevis authorized to enter into contracts for the company;
• Participating in construction activities, resource extraction, or other on-site operations within Nevis.

If a company meets these conditions, it becomes liable for Nevis income tax on profits attributable to its establishment within Nevis, regardless of where the company is incorporated or controlled.

On the other hand, a Nevis BC that is neither controlled and managed in Nevis nor maintains a permanent establishment in the jurisdiction is exempt from Nevis income tax. This exemption is clearly established in the Income Tax (Amendment) Act of 2021.

To comply with these rules, all companies must submit an annual CIT-101 tax return to the St. Kitts and Nevis Inland Revenue Department (SKNIRD), even if no tax is owed. This filing does not require the disclosure of financial details. Companies considered tax residents of Nevis or those with a permanent establishment must also file a separate CIT-100 return.

Nevis BCs are not required to undergo mandatory audits, and their ongoing compliance obligations are relatively minimal. This regulatory ease, combined with strong confidentiality protections, has contributed to their popularity for international business, estate and succession planning, asset protection, and commercial trade.

With a corporate structure based on limited liability and shareholding, Nevis BCs are particularly well-suited for capital raising, offering governance frameworks that align more closely with traditional corporations compared to LLCs. This familiarity often appeals to external investors and financial institutions.

Nevis business corporations operate under the Nevis Business Corporation Ordinance, providing a clear legal framework that balances statutory requirements with operational flexibility. They offer notable benefits in confidentiality, low compliance demands, and favorable tax treatment depending on the company’s control, management, and physical presence.

While their use must comply with international standards and local laws, Nevis BCs continue to be an effective vehicle for a variety of legitimate business, financial, and structuring needs – especially for non-resident enterprises seeking a jurisdiction with straightforward incorporation, limited public disclosure, and efficient regulatory processes.