REQUIREMENTS OF THE ORDINANCE

Registered agent
A corporation shall at all times have a registered agent in St. Christopher and Nevis (Article 17.1). Only a barrister or solicitor admitted to practice in St. Christopher and Nevis or a corporation having a paid-in capital of at least $500,000.00 may act as registered agent. No barrister or solicitor or corporation shall act as registered agent unless first licensed by the Minister. The original application for licensing shall be in the prescribed form and accompanied by the prescribed fee and there shall be an annual fee payable in January of each year (Article 17.7, 8).

Incorporators. 
Any person, partnership, association or corporation, singly or jointly with others, and without regard to his or their residence, domicile, or jurisdiction of incorporation, may incorporate or organize a corporation (article 21).

Corporate name
The name of a corporation: 
Shall contain the word "corporation", "incorporated", company", or "limited" or other words or an abbreviation of one of such or other words as will clearly indicate that it is a corporation as distinguished from a natural person or partnership; and
Shall not be the same as the name of a corporation of any type or kind, as such name appears on the index of names of existing corporations or companies or on the reserved name list maintained by the Registrar of Companies or a name so similar to any such name as to tend to confuse or deceive (Article 22.1).
The corporate name may be in another language if written in English letters or characters (Article 4.2).
Any person, natural or corporate, or any agent thereof may reserve a name (Article 24.1)

The articles of incorporation 

The articles of incorporation shall set forth (Article 25): 

- The name of the corporation; 
- A statement that the corporation is formed under this Ordinance; 
- The succession of the corporation if other than perpetual; 
- The purpose or purposes for which the corporation is organized; 
- The address of the corporation in Nevis, which shall be the address of its
  registered agent;
- Information about shares;
- If the initial directors are to be named in the articles of incorporation, the
  names and addresses of the persons who are to serve as directors until
  the first annual meeting of the shareholders or until their successors shall
  be elected and qualify;
- The name and address of each incorporator. 
- Articles of corporation shall be signed and acknowledged by each
  incorporator and filed with the Registrar of Companies (Article 27).


Organization meeting
Within a reasonable time after the filing of the articles of incorporation, an organization meeting shall be held either within or without Nevis. The said organization meeting shall be held, in person or by proxy, by the initial directors named in the articles of incorporation or by the incorporator or incorporators or their transferees. The purpose of the meeting shall be to adopt bylaws, transact such business as may come before the meeting, do such acts to perfect the organization of the corporation as are deemed appropriate and, if the initial directors are not named in the articles of incorporation, elect directors to serve or hold office until the first annual meeting of shareholders or until their successors are elected and qualify (Article 29.1).

Shares
Every corporation shall have power to issue the number of shares stated in its articles of incorporation. Such shares may be of one or more classes or one or more series within any class thereof, any or all of which classes may be of shares with par value or shares without par value, and may be registered or bearer shares, with such voting powers, full or limited, or without voting powers and in such series and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall be stated in the articles of incorporation or in the resolution providing for the issue of such shares adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation (Article 31.1).
A corporation may issue fractional shares (Article 31.4).

A restriction on the transfer of shares of a corporation may be imposed either by the articles of incorporation or by the bylaws or by an agreement among any number of shareholders or among such shareholders and the corporation. No restriction so imposed shall be binding with respect to shares issued prior to the adoption of the restriction unless the holders of such shares are parties to an agreement or voted in favor of the restriction. Any restriction, which absolutely prohibits the transfer of shares, shall be null and void (Article 32.1).

A subscription for shares of a corporation to be organized shall be irrevocable for a period of six months from its date unless otherwise provided by the terms of the subscription agreement or unless all of the subscribers consent to the revocation of such subscription (Article 31.1).

Unless otherwise provided in the subscription agreement, the board of directors, whether made before or after the organization of a corporation, shall be paid in full at such time, or in such installments and at such times, as shall determine subscriptions for shares (Article 31.3).

Consideration for the issue of shares shall consist of money or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof (Article 34.1).

Neither obligations of the subscriber for future payments nor future service shall constitute payment or part payment for shares of a corporation (Article 35.1).
When the consideration for shares has been paid in full, the subscriber shall be entitled to all rights and privileges of a holder of such shares and to a certificate representing his shares, and such shares shall be deemed fully paid and non-assessable (Article 35.3).

Stated capital
Upon issue by a corporation of shares with a par value not in excess of the authorized shares, the consideration received therefore shall constitute stated capital to the extent of the par value of such shares, and the excess, if any, of such consideration shall constitute surplus (Article 37.1).
Upon issue by a corporation of shares without par value not in excess of the authorized shares, the entire consideration received therefore shall constitute stated capital unless the board within a period of sixty days after issue allocates to surplus a portion, but not all, of the consideration received for such shares. No such allocation shall be made of any portion of the consideration received for shares without par value having a preference in the assets of the corporation upon involuntary liquidation except all or part of the amount, if any, of such consideration in excess of such preference, nor shall such allocation be made of any portion of the consideration for the issue of shares without par value which is fixed by the shareholders pursuant to a right reserved in the articles of incorporation unless such allocation is authorized by vote of the shareholders (Article 37.2).

Except as otherwise provided in the articles of incorporation, the board may at any time reduce the stated capital of a corporation by eliminating from stated capital amounts previously transferred by the board from surplus to stated capital and not allocated to any designated class or series of shares, or by eliminating any amount of stated capital represented by issued shares having a par value to the extent that the stated capital exceeds the aggregate par value of such shares, or by reducing the amount of stated capital represented by issued shares without par value (Article 43.1).
No reduction of stated capital shall be made unless after such reduction the stated capital exceeds the aggregate preferential amounts payable upon involuntary liquidation upon all issued shares having preferential rights in the assets plus the par value of all other issued shares with par value (Article 43.2).

Dividends
A corporation may declare and pay dividends in cash, stock or other property on its outstanding shares, except when currently the corporation is insolvent or would thereby be made insolvent or when the declaration or payment would be contrary to any restrictions contained in the articles of incorporation. Dividends may be declared and paid out of surplus only; but incase there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year (Article 39.1).
A corporation may make pro rata distribution of its authorized but not issued shares to holders of any class or series of its outstanding shares subject (Article 40.1).

Directors
Subject to limitations of the articles of incorporation and of this Ordinance as to action, which shall be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of every corporation shall be managed by, a board of directors (Article 44.1).

The articles of incorporation may prescribe special qualifications for directors. Unless otherwise provided in the articles of incorporation, directors may be natural persons, or corporations, of any nationality and need not be residents of Nevis or shareholders of the corporation. Alternate or substitute directors may be appointed provided that the terms and conditions under which such appointments shall be made are set forth in the articles of incorporation or bylaws (Article 45).

The number of directors constituting the entire board shall not be less than three, except that where all the shares of a corporation are held by fewer than three shareholders, the number of directors may be fewer than three but not fewer than the number of shareholders. Subject to such limitations, such number may be fixed by the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. If not otherwise fixed under this section, the number shall be three (Article 46.1).

At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting except as otherwise provided in this Ordinance or in the articles of incorporation. The articles of incorporation may provide for the election of one or more directors by the holders of the shares of any class or series (Article 47.1).

Meetings of the board
Meetings of the board, regular or special, may be held at any place within or without Nevis, unless otherwise provided by the articles of incorporation or by the bylaws. The time and place for holding meetings of the board may be fixed by or under the bylaws, or if not so fixed, by the board (Article 52.1).

Unless otherwise provided by the bylaws, regular meetings of the board may be held without notice if the bylaws or the board fixes the time and place of such meetings. Special meetings of the board may be called in the manner provided in the bylaws and shall be held upon notice to the directors (Article 52.2).

Officers
Every corporation shall have a president and treasurer; or a managing director and a secretary, who shall each be appointed by the board or in the manner directed by the articles of incorporation or the bylaws. Such other officers shall be appointed as are required by the articles or the bylaws or as the board may determine are desirable or necessary to carry on the business of the corporation. All officers shall be natural persons except the secretary, which may be a corporation (Article 58.1).
Officers may be of any nationality and need not be residents of Nevis (Article 58.8)
Any two or more offices may be held by the same person unless the articles of incorporation or bylaws otherwise provide (Article 58.5).

Meetings of Shareholders
Meetings of shareholders may be held at such place, either within or without Nevis, as may be designated in the bylaws (Article 60.1).
An annual meeting of shareholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws. Any other proper business may be transacted at the annual meeting (Article 60.2).
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws (Article 60.4).
The articles of incorporation or the bylaws may provide that elections of directors shall be by written ballot (Article 60.5).

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact (Article 65.1.,2).

Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting (Article 66.1). 

Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election (Article 67.1).
Whenever any corporate action, other than the election of directors, is to be taken under this Ordinance by vote of the shareholders, it shall, except as otherwise required by this Ordinance or by the articles of incorporation as permitted by this Ordinance, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon (Article 67.3).

Corporate Records and Reports
Every corporation shall keep correct and complete books and records of account and shall keep minutes of all meetings of shareholders, of actions taken on consent by shareholders, of all meetings of the board of directors, of actions taken on consent by directors and of meetings of the executive committee, if any (Article 76.1).
Every corporation formed under this Ordinance shall keep a record containing the names and addresses of all registered shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. In addition, any such corporation, which issues bearer shares, shall maintain a record of all certificates issued in bearer form, including the number, class and dates of issuance of such certificates (Article 76.2).

Any shareholder or holder of a voting trust certificate, in person or by attorney or other agent, may, during the usual hours of business, inspect, for a purpose reasonably related to his interests as a shareholder, or as the holder of a voting trust certificate, and make copies or extracts from the share register, books of account, and minutes of all proceedings (Article 77.1).
Every director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind, and the physical properties of the corporation, domestic or foreign. Of which he is a director, and also of its subsidiary corporations. Such inspection by a director may be made in person or by agent or attorney, and the right of inspection includes the right to make extracts (Article 78).

Tax Exemption
Any corporation which does no business in Nevis shall not be subject to any corporate tax, income tax, withholding tax, stamp tax, asset tax, exchange controls, or other fees or taxes based upon or measured by assets or income originating outside of Nevis or in connection with other activities outside of Nevis or in connection with matters of corporate administration which may occur in Nevis, except fees on filing articles of incorporation and other documents and annual registration fee.
For purposes of this section, no corporation shall be considered to be doing business in

Nevis solely because it engages in one or more of the following activities: 

- maintaining bank accounts in Nevis: 
- holding meetings of directors or shareholders in Nevis: 
- maintaining corporate or financial records in Nevis: 
- maintaining an administrative or managerial office in Nevis with respect
  to assets or activities outside of Nevis:
- maintaining a registered agent in Nevis:
- and investing in stocks or entities of Nevis corporations or being a
  partner in Nevis partnership or a beneficiary of a Nevis trust or estate. 
- acquires real property in a local industrial or tourist activity provided
  always that such property shall be situated in a project or development
  approved and authorized by the Nevis Island Administration (Article
  123.1.,2).

Any dividend or distribution by a corporation which does no business in Nevis to another such corporation, or to individuals or entities which are not citizens or residents of Nevis, shall be exempt from any tax or withholding provisions of Nevis law which would otherwise be applicable to such corporation or the recipient of the dividend or distribution (Article 124).

Certificate of good standing. 
The Registrar of Companies shall, upon request by any registered agent, issue a certificate of good standing under his hand and seal certifying that a company subject to this Ordinance is of good standing if he is satisfied that:
(a) the name of the company is on the Register; and
(b) the company has paid all fees required under this Ordinance; and 
(c) the company is not in contravention of any of the provisions of this Ordinance or is in the process of being wound up and dissolved (Article 128).


ADVANTAGES OF NEVIS

- All profits of an offshore company that are derived from outside the
  island are tax-exempt. (Article 123.1);
- Shares can be issued registered or bearer (Article 31.1).
- Directors can be individuals as well as business entities (Article 44.1). 
- Meetings of the board, regular or special, may be held at any place
  within or without Nevis (Article 52.1)
- Meetings of shareholders may be held at such place, either within or
  without Nevis (Article 60.1) 

REGISTRATION SET OF DOCUMENTS

Upon registration you will receive the following papers:

1."Certificate of Incorporation"; duly apostilised (legalized/certified) in
   accordance with "Convention de La Haye du 5 Octobre 1961".
2."Articles of Incorporation".
3.First "Minutes of the Meeting of Directors".
4."Bylaws".
5."Transfer of Subscription Rights".
6."Share Certificates".
7."Endorsement Certificate".
8.Designation and acceptance of Registered Agent.
9.Corporate seal