Nevis LLC

What the Nevis LLC is

The Nevis Limited Liability Company is created under the Nevis Limited Liability Company Ordinance 1995. It is a hybrid entity — like a US LLC in combining limited liability with flexible management — but governed by Nevis law, incorporated in Nevis, and with specific provisions that make it particularly useful in asset protection structures. It is the most commonly used Nevis entity in planning structures involving offshore trusts.

The Nevis LLC has no share capital in the traditional sense. Members hold membership interests, the value of which reflects their proportional ownership of the company. A single-member LLC, with one member holding 100 percent of the membership interest, is common in planning structures where the trust is the sole member.

Charging order protection

The charging order is the only remedy available to a judgment creditor of a Nevis LLC member. A creditor who obtains a judgment against a member cannot: seize or force sale of the membership interest; vote on LLC decisions; force distributions; remove or replace the manager; or take any other control of the entity. The creditor receives the right to receive distributions if and when they are made, and nothing more.

In a single-member LLC where the member is the trust, the charging order mechanism provides the LLC layer of protection. A creditor who somehow reaches past the trust layer to challenge the trust's membership interest still faces the charging order as the only remedy for that interest. And in a single-member LLC, the practical value of a charging order is limited because the manager can simply decline to make distributions. See the charging order page for the full analysis.

Management and operations

The LLC is managed by a manager, who in the trust-and-LLC structure is typically the settlor acting within limits set by the trust as the legal owner of the membership interest. The manager makes day-to-day investment decisions, manages the company's accounts, and handles operational matters without needing trustee approval for individual transactions. The trustee retains the ability to remove the manager and set the parameters within which the manager operates.

The LLC's operating agreement defines the manager's authority, the conditions under which the manager can be removed, and the governance of the entity generally. A well-drafted operating agreement is as important as the trust deed for the structure to work as intended. The same principles about retained control apply: the manager's authority should be genuinely constrained by the trustee's oversight, not merely nominal.

Pairing with a trust

The standard structure places the Nevis LLC as the operating entity below a Nevis or Cook Islands trust. The trust holds the LLC membership interest. The settlor manages the LLC within the trustee's parameters. Assets are held in the LLC rather than the trust directly, providing operational flexibility at the LLC level and offshore trust protection at the membership interest level. A creditor pursuing the settlor must: get past the trust layer to reach the membership interest, then face the charging order as the exclusive remedy for that interest.

The LLC vs the Cook Islands LLC

A Cook Islands LLC formed under Cook Islands company law and a Nevis LLC under the Nevis Ordinance serve the same function in a trust-and-LLC structure. The choice between them typically follows the trust: if the trust is a Nevis trust, the LLC is usually a Nevis LLC. If the trust is a Cook Islands trust, the underlying LLC may be Cook Islands or Nevis. The Nevis LLC's charging order provisions are generally strong and comparable to the Cook Islands. Confirm current law with a qualified adviser in the relevant jurisdiction.

See Nevis LLC charging order for the full protection analysis and Nevis trust and LLC for the combined structure.