Nevis Business Corporation

What the Business Corporation is

The Nevis Business Corporation is formed under the Nevis Business Corporation Ordinance 1984, as amended. It is a standard corporate entity: shareholders hold shares, a board of directors manages the company, and the corporation has limited liability protecting shareholders from corporate debts. The BC can be formed as a single-shareholder, single-director company, which is common in planning structures.

The BC is one of the older offshore corporate structures available in the Caribbean. It predates the Nevis LLC by eleven years and predates the Nevis International Exempt Trust Ordinance by ten. The older statute means a longer track record, more established case law in Nevis courts on specific corporate governance questions, and greater familiarity among practitioners who have worked with Nevis structures for several decades.

How it differs from the LLC

Three main differences matter for planning purposes. Structure: the BC uses the traditional shareholder-director model, while the LLC uses members and managers. Charging order: Nevis LLC law explicitly designates the charging order as the exclusive remedy against a membership interest. The BC's shareholder interests are shares, and the remedies available against shares under Nevis company law are more complex than the LLC's clear charging order limitation. Flexibility: the LLC operating agreement provides more structural flexibility than the BC's articles of incorporation and bylaws.

For asset protection planning, these differences generally favour the LLC. The LLC's charging order provision is specifically designed as a creditor protection mechanism. The BC's share structure, while it can be structured to make enforcement difficult, does not have the same clean limitation.

When to use a BC rather than an LLC

The BC is the better choice in three situations. First, where counterparties or jurisdictions require a corporate form with shares rather than an LLC with membership interests — some banking arrangements, some commercial contracts, and some foreign jurisdictions treat shares differently from membership interests. Second, where the structure needs to issue different classes of shares for planning purposes. Third, where the practitioners involved are more familiar with the corporate form and the operational requirements of a board structure, and the planning objectives do not specifically require the charging order protection the LLC provides.

The BC in offshore holding structures

The BC can serve as the holding company in a trust-and-company structure in the same way the LLC does: the trust holds the shares, the settlor sits as director, and the BC holds the operating assets. The key difference is that the settlor's authority in the BC comes from the director role rather than the manager role. The trustee retains ultimate control through share ownership and the ability to change directors.

For international operations where the corporate form is preferred and the counterparties are more familiar with dealing with a company that issues shares, the BC provides the right structure. For a pure asset protection holding vehicle where the primary consideration is limiting a creditor's remedies, the LLC is typically the better choice.

Directors, shareholders, and governance

A Nevis BC can have a single director and a single shareholder, both being the same person. Registered agent and registered office in Nevis are required. Annual returns must be filed. The BC is not required to hold meetings in Nevis, and resolutions can be passed by written consent. Bearer shares are not permitted. Shares must be registered shares, and the shareholder register is maintained at the registered office in Nevis.

See Nevis LLC for the comparison between the two structures and Nevis trust and LLC for how either pairs with a trust.