¶ 1201
Overview
Scope of the chapter. This chapter opens Part III, on the Nevis limited liability company. It examines the statute under which every Nevis LLC is now formed, the Nevis Limited Liability Company Ordinance, No. 2 of 2017, and the steps by which a company comes into existence under it: the organiser's filing of Articles of Organisation through a licensed registered agent, the rules on names, the registered office and service of process, the admission of the first members, the records the company must keep and the annual obligations that keep it on the register. It also examines the route by which an LLC formed elsewhere may become a Nevis LLC without dissolution, and the route by which a Nevis LLC may leave. The chapters that follow take the company once it exists. Chapter 13 treats members, managers and the operating agreement; chapter 14 fiduciary duties, exculpation and indemnification; chapter 15 the charging order and the creditor of a member; chapter 16 transfers, withdrawal, dissolution, mergers and conversion; and chapter 17 the use of Nevis LLCs in international structures and their classification for United States tax purposes (see infra chs. 13–17).
The statute and its citation. The Nevis Limited Liability Company Ordinance was enacted by the Nevis Island Assembly as Ordinance No. 2 of 2017 and came into force on January 1, 2018. It repealed the Nevis Limited Liability Company Ordinance, No. 1 of 1995. Nevis Limited Liability Company Ordinance, Cap. 7.04(N), §§ 1, 104(1) (rev. ed. 2020) ("NLLCO"). The Law Commission's revised edition shows the law as at December 31, 2020, and consolidates the amending Ordinances No. 7 of 2018 and No. 7 of 2019 together with the Nevis Limited Liability Company (Forms and Fees) Regulations, S.R.O. 3/2017. Later amendments, by Ordinances No. 2 of 2022, No. 3 of 2023 and No. 4 of 2025, must be read with the revised edition. This treatise cites the Ordinance by its revised-edition section numbers, noting each later amendment where it bears on the text. The status of the revised editions and the method of citing Nevis legislation are explained in chapter 2 (see supra ch. 2).
The Ordinance's place among the Nevis statutes. Nevis offers four principal vehicles to non-resident clients: the corporation, under the Nevis Business Corporation Ordinance; the international trust, under the Nevis International Exempt Trust Ordinance; the limited liability company; and the multiform foundation, under the Multiform Foundations Ordinance. The four statutes share a registry, a regulator and a class of licensed service providers (see supra ch. 4). They also share a design. Each provides for registration through a licensed agent, for continuation in and out of Nevis, and for a fraudulent-disposition rule and a creditor's bond that depart from the general law (see infra chs. 21–22). The LLC Ordinance adds the most detailed charging-order provision in the Federation's law (see infra ch. 15). For an American client the LLC is often the first Nevis vehicle considered, because its terminology ("operating agreement", "manager", "member's interest") is that of the American statutes, and because its single-member form is familiar.
What the planner needs from this chapter. The formation of a Nevis LLC is an administrative act carried out by the registered agent. The planner's decisions come earlier. They include whether the company is to be managed by its members or by managers; what its Articles will contain, and what will be left to an operating agreement that is not filed; who will be the first member and when that person will be admitted; where the original register of members and other records will be kept; and whether a foreign entity should be continued into Nevis or a new Nevis company formed and the assets transferred to it. Each choice has consequences for the protection the company provides and for what a creditor or a foreign court will later be able to learn about it. This chapter is organised to bring those choices forward.
Plan of the chapter. Paragraph 1210 traces the history of the Ordinance from the 1995 statute to the 2017 statute and its amendments. Paragraph 1220 examines the rules of construction and application in section 3, the principal definitions, and the decision of the Nevis High Court in SM Life Ventures LLC v. Morrice. Paragraph 1230 examines the company as a legal person and its purposes and powers. Paragraph 1240 sets out the formation procedure, and paragraph 1250 the rules on names, the registered agent, the registered office and service of process. Paragraph 1260 treats the admission of the first members, the single-member company and classes and series of interests. Paragraph 1270 examines the records and registers the company must keep and the information that is available to the public. Paragraph 1280 covers annual fees, removal from the register and restoration, with a note on the company's tax status. Paragraph 1290 treats the transfer of a foreign LLC's domicile into Nevis, departure from Nevis and the emergency transfer procedure, and closes with a formation checklist.