Client Support

Client Support

As a Nevis regulated and licensed business, we are often asked questions pertaining to amendments/changes for Nevis entities. In order to assist clients, we list below the most frequently asked questions, together with the answers.

For clients with similar questions relating to the other jurisdictions offered by us, we shall be pleased to respond to these on a case by case basis.

Change the name of a Nevis Business Corporation. 2

Change the name of a Nevis Limited Liability Company. 3

Prohibit a Nevis Business Corporation from issuing Bearer Shares. 4

Dissolution of a Nevis Business Corporation. 5

Dissolution of a Nevis Limited Liability Company. 6

Certificate of Good Standing/Certificate of Existence. 7

Certificate of Incumbency for an International Business Corporation. 8

Certificate of Incumbency for a Limited Liability Company. 9

Name Reservation for a Nevis Business Corporation 10

Name Reservation for a Nevis Limited Liability Company 11

Transfer of Domicile to Nevis - International Business Corporation. 12

Transfer of Domicile to Nevis – Limited Liability Company. 13

Transfer of Domicile from Nevis - Nevis Business Corporation. 14

Transfer of Domicile from Nevis – Limited Liability Company. 15

Company Search of a Nevis Business Corporation. 16

Company Search of a Nevis Limited Liability Company. 17

Change the name of a Nevis Business Corporation (NBC)

In order to submit a name change, the corporation must be in good standing with the Nevis Registrar of Companies.

The name of an NBC can be changed by amending its Articles of Incorporation. Amending the Articles must be authorised by a vote of the holders of a majority of all outstanding shares entitled to vote, or alternatively, by written consent of all shareholders entitled to vote.

The effective date of the name change is the filing date stated on the Articles of Amendment.

You will receive the filed Articles of Amendment and the Endorsement Certificate confirming the name change. The Endorsement Certificate can be authenticated with an apostille certification if desired.

Change the name of a Nevis Limited Liability Company (LLC)

In order to submit a name change, the company must be in good standing with the Nevis Registrar of Companies.

The name of a Nevis LLC can be changed by amending its Articles of Organisation. Amending the Articles must be authorised by the members entitled to vote.

The effective date of the name change is the filing date stated on the Articles of Amendment.

Prohibit a Nevis Business Corporation (NBC) from issuing Bearer Shares

In order to prohibit an NBC from issuing bearer shares, the corporation must be in good standing with the Nevis Registrar of Companies.

If the Articles of Incorporation allow for the issuance of bearer shares, this can be changed by submitting Articles of Amendment to the Companies Registrar. Amending the Articles must be authorised by a vote of the holders of a majority of all outstanding shares entitled to vote, or alternatively, by written consent of all shareholders entitled to vote.

The effective date is the filing date stated on the Articles of Amendment.

You will receive the filed Articles of Amendment, amended By-Laws and the Endorsement Certificate confirming the filing. The Endorsement Certificate can be authenticated with an apostille certification if desired.

Dissolution of a Nevis Business Corporation (NBC)

In order to submit forms for dissolution, the corporation must be in good standing with the Nevis Registrar of Companies.

A corporation can be dissolved if the shareholders agree that the dissolution should take place. To accomplish this, a Shareholders' Resolution is signed that instructs the Director(s) to dissolve the corporation.

The effective date of the dissolution is the filing date stated on the Articles of Dissolution.

You will receive the filed Articles of Dissolution and the Endorsement Certificate confirming the dissolution. The Endorsement Certificate can be authenticated with an apostille certification if desired.

As another option, if a corporation fails to pay the annual registration fee for one year, the Registrar will remove the corporation from the Register. If the corporation is not restored (i.e.: renewal, penalties and reinstatement fees not paid) within three years of the date of removal, the corporation shall be deemed to have commenced to wind up and is thereby dissolved.

Dissolution of a Nevis Limited Liability Company (LLC)

In order to submit forms for dissolution, the company must be in good standing with the Nevis Registrar of Companies.

In the absence of a predetermined time or event, a Nevis LLC can be dissolved by the written consent of all the Members entitled to vote. To accomplish this, a Members' Resolution is signed that instructs the Manager(s) to dissolve the company.

The effective date of the dissolution is the filing date stated on the Articles of Dissolution.

As another option, if an LLC fails to pay the annual registration fee for one year, the Registrar will remove the LLC from the Register. If the company is not restored (i.e.: renewal, penalties and reinstatement fees not paid) within three years of the date of removal, the company will be deemed to have commenced to wind up and is thereby dissolved.

Certificate of Good Standing/Certificate of Existence

Some jurisdictions issue a Certificate of Good Standing (e.g.: Belize, BVI, Delaware, Nevis, Panama, Wyoming) and others issue a Certificate of Existence (e.g.: Oregon). Both types of Certificates are issued by the Registrar of Companies or Secretary of State of the respective jurisdiction.

A Certificate of Good Standing certifies that a specific company was duly incorporated and exists under the laws of the jurisdiction. It further certifies that the company is in good standing (i.e.: is current with renewal fees) and has a legal corporate existence as of the issue date.

A Certificate of Existence simply certifies that a specific company was duly incorporated and that the company remains on the Register of Companies as of the Certificate's issue date.

If a Certificate is issued in another language (e.g.: the jurisdiction of Panama will issue the Certificate in Spanish) a translation into English is available upon request.

A Certificate of Good Standing or a Certificate of Existence may be authenticated with an apostille certification if desired.

Certificate of Incumbency for an International Business Corporation (IBC)

A Certificate of Incumbency is a statement regarding the status of a corporation. It is usually executed by the Registered Agent of the corporation but, as an alternative, may be executed by the Director(s). Unless you request otherwise, the Certificate includes:

The date the corporation was duly incorporated and the jurisdiction within which the corporation was formed. The registration number will also be listed
Confirmation that the Articles of Incorporation and By-Laws, or Memorandum and Articles of Association of the corporation, as dated, are still valid and in force
Confirmation of the registered address of the company
If the jurisdiction allows, the Certificate will confirm that, according to the records maintained at the office of the Registrar of Companies, the corporation:

is validly existing having paid all fees legally due as at the date shown and is in good standing under the laws of the relevant jurisdiction.
has no actions, pending or threatened, and no resolutions have been passed for its voluntary winding up.

Other information can be included at your request, such as:

A true and correct listing of the Director(s) and Officer(s) of the Corporation, who are duly authorised to sign on behalf of the Corporation.
A true and correct listing of the Shareholder(s) / Beneficial Owner(s) of the Corporation.

The Certificate of Incumbency can be notarised and, once notarised, it can also be authenticated with an apostille certification if desired.

Certificate of Incumbency for a Limited Liability Company (LLC)

A Certificate of Incumbency is a statement regarding the status of a company. It is usually executed by the Registered Agent of the company but, as an alternative, may be executed by the Operating Manager(s). Unless you request otherwise the Certificate will include:

The date the LLC was duly organised and the jurisdiction within which the LLC was formed. The registration number will also be listed.
Confirmation that the Articles of Organisation as well as the Operating Agreement of the company, as dated, are still valid and in force
Confirmation of the registered address of the company
If the jurisdiction allows, the Certificate will confirm that, according to the records maintained at the office of the Registrar of Companies, the LLC:

is validly existing having paid all fees legally due as at the date shown and is in good standing under the laws of the relevant jurisdiction.
has no actions, pending or threatened, and no resolutions have been passed for its voluntary winding up.

Other information may be included at your request, including:

A true and correct listing of the Operating Manager(s) of the LLC, who are duly authorised to sign on behalf of the Company

A true and correct listing of the Member(s) / Beneficial Owner(s) of the Company

The Certificate of Incumbency can be notarised and, once notarised, it can also be authenticated with an apostille certification if desired.

Name Reservation for a Nevis Business Corporation (NBC)

The Nevis Registrar of Companies reserves a name for ten calendar days at no fee. Reservations can also be made for 120 days; a fee will apply.

The Nevis Registrar of Companies maintains an index of existing names. A name reservation may not be the same as a name that appears on the index, or a name so similar to any such name as to tend to confuse or deceive.

All NBC names must contain a word that clearly indicates that it is a corporation as distinguished from a natural person, partnership or trust. Acceptable corporate identifiers include "Corporation," "Incorporated," "Company," "Limited," "Societe Anonyme", "Sociedad Anonima," or abbreviations of such words.

Name Reservation for a Nevis Limited Liability Company (LLC)

The Nevis Registrar of Companies reserves a name for ten calendar days at no fee. Reservations can also be made for 120 days; a fee will apply.

All Nevis LLC names must contain the words "Limited Liability Company" or the abbreviation "LLC," "L.L.C.," "LC," or "L.C.."

Transfer of Domicile to Nevis - International Business Corporation (IBC)

Any Foreign Corporation may transfer its domicile to Nevis as long as the law of the Foreign Domicile does not expressly prohibit such transfer.

In order for a corporation to transfer jurisdiction to Nevis, the following documents must be filed with the Registrar of Companies:

Certified Copy of the Articles of Incorporation, with amendments, if any. If the documents are not in English they must be accompanied by a certified translation
Certificate of Good Standing from the existing jurisdiction, backdated no further than 60 days
Application to transfer domicile – signed by the Director(s)

Upon acceptance, the Registrar of Companies issues a Certificate of Transfer of Domicile and the corporation becomes domiciled and domesticated in Nevis.

The transfer of domicile becomes effective as of the date on the Certificate of Transfer of Domicile. The corporation will be deemed to have commenced its existence on the date the corporation was first formed and will continue its existence in Nevis.

You will receive the following documents:

Filed Application for Transfer of Domicile
Filed Articles of Incorporation (upon continuation)
Certificate of Transfer of Domicile to Nevis

The Certificate of Transfer may be authenticated with an apostille certification if desired.

Transfer of Domicile to Nevis – Limited Liability Company (LLC)

Any Foreign Limited Liability Company can transfer its domicile to Nevis as long as the law of the Foreign Domicile does not expressly prohibit such transfer.

In order for an LLC to transfer jurisdiction to Nevis, the following documents must be filed with the Registrar of Companies:

Certified Copy of the Articles of Organisation, with amendments, if any. If the documents are not in English they must be accompanied by a certified translation
Certificate of Good Standing from the existing jurisdiction, backdated no further than 60 days
Application to transfer domicile – signed by the Operating Manager(s) of the LLC

Upon acceptance, the Registrar of Companies will issue a Certificate of Transfer of Domicile and the LLC becomes domiciled and domesticated in Nevis.

The transfer of domicile becomes effective as of the date on the Certificate of Transfer of Domicile. The company will be deemed to have commenced its existence on the date the LLC was first formed and will continue its existence in Nevis.

You will receive the following documents:

Filed Application for Transfer of Domicile
Filed Articles of Organisation (upon continuation)
Certificate of Transfer of Domicile to Nevis

The Certificate of Transfer may be authenticated with an apostille certification if desired.

Transfer of Domicile from Nevis - Nevis Business Corporation (NBC)

In order to submit forms for departure, the corporation must be in good standing with the Nevis Registrar of Companies.

Any NBC formed and incorporated or otherwise existing in Nevis may become domiciled in any foreign jurisdiction by following the laws of Nevis and the laws of the jurisdiction into which the corporation seeks to become domiciled.

In order for a corporation to transfer jurisdiction from Nevis, the following document must be filed with the Registrar of Companies:

Certificate of Departure confirming that the transfer is made in good faith and will not serve to hinder, delay or defraud existing members or other parties in interest – signed by the Director(s)

The jurisdiction to which the corporation is transferring, may require a certified copy of the Articles of Incorporation and a Certificate of Good Standing from Nevis. ATL can organise these upon request.

Upon proper compliance with the applicable Nevis laws and those of the foreign jurisdiction, the departing NBC will notify the Registrar of Companies as to the effective date of the transfer of domicile outside of Nevis. As of the date of transfer, the corporation is deemed to have ceased to be domiciled in Nevis.

You will receive an Endorsement Certificate confirming the departure. The Endorsement Certificate may be authenticated with an apostille certification if desired.

Transfer of Domicile from Nevis – Limited Liability Company (LLC)

In order to submit forms for departure, the company must be in good standing with the Nevis Registrar of Companies.

Any Nevis LLC formed, organised, created or otherwise existing under the Nevis LLC Ordinance may become domiciled in any foreign jurisdiction by following the laws of Nevis and the laws of the jurisdiction into which the LLC seeks to become domiciled.

In order for a company to transfer jurisdiction from Nevis, the following document must be filed with the Registrar of Companies

Certificate of Departure confirming that the transfer is made in good faith and will not serve to hinder, delay or defraud existing members or other parties in interest – signed by the Manager(s)

The jurisdiction to which the company is transferring, may require a certified copy of the Articles of Organisation and a Certificate of Good Standing from Nevis. ATL can organise these upon request.

Upon proper compliance with the applicable Nevis laws and those of the foreign jurisdiction, the departing LLC will notify the Registrar of Companies as to the effective date of the transfer of domicile outside of Nevis. As of the date of transfer, the company is deemed to have ceased to be domiciled in Nevis.

You will receive an Endorsement Certificate confirming the departure. The Endorsement Certificate may be authenticated with an apostille certification if desired.

Company Search of a Nevis Business Corporation (NBC)

If you provide the name of an NBC that is registered in Nevis, ATL can obtain a company search on your behalf. The Registrar of Companies provides access to information that has been publicly filed for a Nevis Business Corporation and includes the following information:

Date of Incorporation
Company Registration Number
Registered Agent and Address
Status of Company (i.e.: whether the company is in good standing or whether it has been struck from the Register)
Shares and par value
Copies of the Articles of Incorporation are available upon request
Copies of any other publicly filed documents are available upon request

Certified True Copies are also available and, if desired, may be accompanied by a Certificate issued by the Registrar. A report reproduced from the original records, if it is certified by the Registrar, is admissible in evidence to the same extent as the original documents would be.

Company Search of a Nevis Limited Liability Company (LLC)

If you provide the name of an LLC that is registered in Nevis, ATL can obtain a company search on your behalf. The Registrar of Companies provides access to information that has been publicly filed for a Limited Liability Company and includes the following information:

Date of Organisation
Company Registration Number
Registered Agent and Address
Status of Company (i.e.: whether the company is in good standing or whether it has been struck from the Register)
Copies of the Articles of Organisation are available upon request
Copies of any other publicly filed documents are available upon request