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Economy Package |
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 £ 500.00 | Renewal fees from £325.00 | | |
 Nevis Offshore INC: Bearer shares are PERMITTED.
Nevis company incorporation normally takes 2 to 5 working days.
Search name availability for your Nevis NBCO.
Payment of first year's government fees.
No documents to sign.
Applicant appointed as company founding Director.
Applicant appointed as company Shareholder.
Company Shareholder & Director appointed electronically.
US$10,000.00 Authorised Share Capital.
Preparation & filing of Memorandum & Articles of Association at Registry.
Registered Agent & Registered Office fees for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation.
Printed bound copy of Memorandum & Articles of Association.
Minutes of the First Meeting of the Board of Directors.
Issuance of shares.
Register of Shareholders.
Register of Directors, Secretaries.
Renewal Fees (payable annually from the second year): Registered Address, Government fees.
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Premier Package |
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| £ 665.00 | Renewal fees from £491.00 | | |
Nevis Offshore INC: Bearer shares are PERMITTED.
Nevis company formation normally takes 2 to 5 working days.
Search name availability for your Nevis NBCO.
Payment of first year's government fees.
US$10,000.00 Authorised Share Capital.
Preparation & filing of Memorandum & Articles of Association at Registry.
Registered Agent & Registered Office fees for the first year.
WE PROVIDE A COMPANY NOMINEE DIRECTOR SERVICE for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation.
Printed bound copy of Memorandum & Articles of Association.
Minutes of the First Meeting of the Board of Directors.
Issuance of shares, Register of Shareholders, Directors and Secretaries.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Director.
Indemnity Letter to the Nominees.
General Power of Attorney.
An indemnity Letter for General Power of Attorney.
Renewal Fees (payable annually from the second year): Registered Address, Nominee Director, Government fees.
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Deluxe Package |
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| £ 775.00 | Renewal fees from £611.00 | | |
Nevis Offshore INC: Bearer shares are PERMITTED.
Nevis company registration normally takes 2 to 5 working days.
Search name availability for your Nevis NBCO.
Payment of first year's government fees.
US$10,000.00 Authorised Share Capital.
Preparation & filing of Memorandum & Articles of Association at Registry.
Registered Agent & Registered Office fees for the first year.
We provide a company Nominee Director for the first year.
We provide a company Nominee Shareholder for the first year.
The following documents will be delivered via FedEx or DHL:
Certificate of Incorporation.
Printed bound copy of Memorandum & Articles of Association.
Minutes of the First Meeting of the Board of Directors.
Issuance of shares, Register of Shareholders, Directors and Secretaries.
A nominee service agreement which provides for the indemnification of the nominees.
Pre-signed undated Resignation Letter from the Director.
Indemnity Letter to the Nominees, Declaration of Trust from the Nominee Shareholder.
General Power of Attorney.
An indemnity Letter for General Power of Attorney.
Renewal Fees (payable annually from the second year): Registered Address, Nominee Director and Shareholder, Government fees.
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The incorporation documents do not carry the name or identity of any shareholder.
The names or identities of these persons do not appear in any public record.
An IBC cannot trade within the Nevis Island or own real estate there.
Company subscribers may be resident outside the Nevis.
The company is required to have a registered office in the Nevis.
You must appoint a minimum of 1 director.
There is no maximum number of directors.
Directors can be corporate bodies or private individuals.
A director can be of any nationality.
There has to be at least one shareholder.
The names and address of shareholders are not available to the public.
Shareholder and director may be the same person.
There is no requirement for appointing local shareholder and director.
There is no requirement for a resident secretary.
There is no paid-in capital requirement.
The minimum paid in and issued capital may be one share which is fully paid.
Shares can be issued with or without par value.
Shares may be issued in any recognizable currency or in more than one recognizable currency.
NBCO records and accounts do not have to be held or filed with the authorities.
The registered agent must be a trust company registered in the Nevis.
Bearer shares are PERMITTED.
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(click here for other packages)
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| 1. A company incorporated in Nevis has the same powers as a natural person.
2. Normally the authorised share capital is either 1,000 no par value shares or US$100,000 par value shares.
3. The minimum issued capital is one share of no par value or one share of par value.
4. Classes of shares permitted: registered shares, bearer shares, preference shares, redeemable shares and shares with or without par value.
5. A Nevis offshore exempt company is exempt from local taxation.
6. The minimum number of directors is three if the number of shareholders is three. If fewer than three, the number of directors may be equal to the number of shareholders.
7. The directors may be natural persons or bodies corporate and may be of any nationality and need not be residents of Nevis.
8. A Nevis exempt company must appoint a company secretary, who may be a natural person or a body corporate may be of any nationality and need not be resident in Nevis.
9. The minimum number of shareholders is one.
10. English is the official and commercial language of the Island. Nevis enjoys a literacy rate of 96%, one of the highest in the Western Hemisphere.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@coddan.co.uk |
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- DEAR VISITORS, Welcome to Coddan online Nevis International Business Company (NBCO) formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the Nevis jurisdiction and the powers granted to Nevis companies. We will guide you through the process of forming your company and establishing your registered identity. Complete and submit an NBCO application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed company within three business days. We will express mail your corporate documents to the mailing address you specify in your formation order. If you want to become familiar with the description and the contents of Nevis company formation packages, offered by our company and to find above, what kind of service is included in this or that Nevisian companies formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company formation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the formation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects formation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the formation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.coddan.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Corporate Purposes And Powers.
Corporations may be organized under Business Corporation Ordinance for any lawful business purpose or purposes. Subject to any limitations provided in Business Corporation Ordinance or any other law of Nevis or its articles of incorporation, every corporation shall have power in furtherance of its corporate purposes irrespective of corporate benefit and whether or not enumerated in its articles: to have perpetual succession. To sue and be sued in all courts of competent jurisdiction. To have a corporate seal, and to alter such seal at pleasure, and to use it by causing it or a facsimile to be affixed or impressed or reproduced in any other manner. To purchase, receive, take by grant, gift, devise, bequest, or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.
To sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, or create a security interest in, all or any of its real or personal property, or any interest therein. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, and pledge, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities. To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property or any interest therein, wherever situated, in any currency.
To lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested, in any currency. To do business, carry on its operations, and have offices and exercise the powers granted by this Part in any jurisdiction within or without Nevis. To elect or appoint officers, managing directors, employees and other agents of the corporation, define their duties; fix their compensation, and the compensation of directors, and to indemnify corporate personnel. To adopt, amend or repeal bylaws relating to the business of the corporation, the conduct of its affairs, its rights or powers or the rights or powers of its shareholders, directors or officers. To make donations for the public welfare or for charitable, educational, scientific, civic or similar purposes. To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers, and employees.
To purchase, receive, take, or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares. To be a promoter, incorporator, partner, member, associate, or manager of any partnership, corporation, joint venture, trust or other enterprise. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed. To be recognized and to be domiciled or domesticated within or without Nevis, and to change the situs of said domicile or domestication from time to time.
To protect the assets of the corporation for the benefit of the corporation, its creditors and its members, and at the discretion of the directors, for any person having a direct or in direct interest in the company. A guarantee may be given by a corporation not in furtherance of its corporate purposes, when authorized at a meeting of shareholders by vote of the holders of a majority of all outstanding shares entitled to vote thereon. If authorized by a like vote, such guarantee may be secured by a mortgage or pledge of, or the creation of a security interest in, all or any part of the corporate property, or any interest therein, wherever situated.
No act of a corporation and no transfer of real or personal property to or by a corporation, otherwise lawful, shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such transfer, but such lack of capacity or power may be asserted: in an action by a shareholder against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of such contract; provided that anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
In an action by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a derivative suit against the incumbent or former officers or directors of the corporation for loss or damage due to their unauthorized act; and in a proceeding by the High Court to dissolve the corporation, or to enjoin it from the doing of unauthorized business. A corporation shall be a legal entity considered in law a fictional person with separate rights and liabilities, distinct from its shareholders or members. The corporation shall be a proper plaintiff in a suit to assert a legal right of the corporation and a proper defendant in a suit to assert a legal right against the corporation; and the naming of a shareholder, member, director, officer or employee of the corporation as a party to a suit in Nevis or elsewhere to represent the corporation is subject to a motion to dismiss if such party is the sole party to sue or defend, or subject to a motion for misjoinder if such party is joined with another party who is a proper party and has been joined only to represent the corporation. Unless otherwise provided by law, the directors, officers, employees and shareholders of a corporation shall not be liable for corporate debts and obligations.
- Service Of Process; Registered Agent.
A corporation subject to Business Corporation Ordinance shall at all times have a registered agent in St. Christopher and Nevis. A corporation, which fails to maintain a registered agent in St. Christopher and Nevis, shall be in contravention of Business Corporation Ordinance. Service of process on a registered agent may be made by registered mail addressed to the registered agent or in any other manner provided by law for the service of summons as if the registered agent were a defendant. Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Registrar of Companies, who shall cause a copy thereof to be sent by registered mail to the corporation at the address of the office of the corporation or, if none, at the last known address of a person at whose request the corporation was formed. No designation of a new registered agent shall be accepted for filing unless all charges owing to the former agent shall have been paid.
A designation of a registered agent under this section may be made, revoked, or changed by filing an appropriate notification with the Registrar of Companies. The designation of a registered agent shall terminate upon the expiration of thirty days written notice of resignation directed to the corporation and the filing of a copy of said notice of resignation with the Registrar of Companies; or sooner if a successor agent is designated. A registered agent, when served with process, notice or demand for the corporation which he represents, shall transmit the same to the corporation by personal notification or in the following manner: Upon receipt of the process, notice or demand, the registered agent shall cause a copy of such paper to be mailed to the corporation named therein at its last known address. Such mailing shall be by registered mail. As soon thereafter as possible if process was issued in Nevis, the registered agent may file with the clerk of the court issuing the process either the receipt of such registered mailing or an affidavit stating that such mailing has been made, signed by the registered agent, or if the agent is a corporation, by an officer of the same, properly notarized. Compliance with the provisions of this section shall relieve the registered agent from any further obligation to the corporation for service of the process, notice or demand, but the agent's failure to comply with the provisions of this section shall in no way affect the validity of the service of the process, notice or demand.
Whenever a corporation subject to Business Corporation Ordinance fails to maintain an authorized agent in Nevis, or whenever said registered agent cannot with reasonable diligence be found at his business address, then the Registrar of Companies or his appointee shall be an agent of such corporation upon whom any process or notice or demand required or permitted by law to be served may be served.
Service on the Registrar of Companies or his appointee as agent of a corporation shall be made by personally delivering to and leaving with him or his deputy or with any person authorized by the Registrar of Companies to receive such service, at the office of the Registrar of Companies, duplicate copies of such process together with the statutory fee. The Registrar of Companies or his appointee shall promptly send one of such copies by registered mail, return receipt requested, to such corporation at the business address of its registered agent, or if there is no such office, then the Registrar of Companies or his appointee shall mail such copy in care of any director named in the articles of formation at his address stated therein or at the address of the corporation without Nevis, or if none, at the last known address of a person at whose request the corporation was formed or in any other manner permitted by Law.
- Articles Of Incorporation.
The articles of formation shall set forth: the name of the corporation; a statement that the corporation is formed under Business Corporation Ordinance; the succession of the corporation if other than perpetual; the purpose or purposes for which the corporation is organized. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under Business Corporation Ordinance, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any. The address of the corporation in Nevis, which shall be the address of its registered agent. The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only, the par value of each of such shares, or a statement that all of such shares are without par value; or if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each class or that such shares are to be without par value.
If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect of the shares of each class. The number of shares to be issued as registered shares and as bearer shares and whether registered shares may be exchanged for bearer shares and bearer shares for registered shares. If bearer shares are authorized to be issued, appropriate procedural provisions respecting the rights and obligations of bearer shareholders including those relating to notice of meetings or other action, payment of dividends and, qualification for voting; or, a statement that the provisions required by (i) above shall be set forth in the bylaws. If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series.
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. Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of formation for the regulation of the affairs of the corporation, including the designation of initial directors, subscription of stock by the incorporators, and any provision restricting the transfer of shares or providing for greater quorum or voting requirements with respect to shareholders or directors than are otherwise prescribed in Business Corporation Ordinance, and any provision which under Business Corporation Ordinance is required or permitted to be set forth in the bylaws.
The articles of formation may confer upon the holders of any bonds, debentures, or other obligations issued rights of or to be issued by the corporation, whether secured by mortgage or otherwise or unsecured, any one or more of the following powers and rights: the power to vote on the election of directors, or other matters specified in the articles; the right of inspection of books of account, minutes, and other corporate records; any other rights to information concerning the financial condition of the corporation which its shareholders have or may have.
Articles of formation shall be signed and acknowledged by each incorporator and filed with the Registrar of Companies in conformity with the provisions of Part I of Business Corporation Ordinance. 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 formation 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. If the articles of formation state that the incorporators have subscribed for stock, such subscriptions may be transferred prior to the organization meeting of directors and such transferees may hold the organization meeting of incorporators. Any action permitted to be taken at the organization meeting may be taken without a meeting if each incorporator, transferee or director signs an instrument setting forth the action so taken.
- Corporate Finance.
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 formation 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.
The articles of formation or the resolution providing for the issue of shares adopted by the board of directors may provide that shares of any class of shares or of any series of shares within any class thereof shall be convertible into the shares of one or more other classes of shares or series except into shares of a class or series having rights or preferences as to dividends or distribution of assets upon liquidation which are prior or superior in rank to those of the shares being converted.
A corporation may provide in its articles of formation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the corporation at such price or prices, within such period and under such conditions as are stated in the articles of formation 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.
A corporation may issue fractional shares. Before any corporation shall issue any shares of any class or of any series of any class of which the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, have not been set forth in the articles of incorporation, but are provided for in a resolution adopted by the board of directors pursuant to authority expressly vested in it by the provisions of the articles of incorporation, a statement setting forth a copy of such resolution and the number of shares of the class or series to be issued shall be executed, acknowledged. Upon the filing of such statement, the resolution establishing and designating the class or series and fixing the relative rights and preferences thereof shall become effective and shall constitute an amendment of the articles of incorporation.
A restriction on the transfer of shares of a corporation may be imposed either by the articles of formation 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.
Restrictions on the transfer of shares include those which: obligate the holder of the restricted shares to offer to the corporation or to any other holders of securities of the corporation or to any person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted shares; or obligate the corporation or any holder of shares of the corporation or any other person or any combination of the foregoing, to purchase at a specified price the shares which are the subject of an agreement respecting the purchase and sale of the restricted securities.
Any transfer restriction adopted under this section shall be noted on the face or the back of the stock certificate. Any person becoming entitled by operation of law or otherwise to a share or shares in consequence of the death, insanity or bankruptcy of any shareholder of a corporation incorporated under Business Corporation Ordinance may be registered as a shareholder upon such evidence being produced as may reasonably be required by the directors. An application by any such person to be registered as a shareholder shall for all purposes be deemed a transfer of shares of the deceased, insane or bankrupt shareholder and the directors shall treat it as such.
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. A subscription, whether made before or after the formation of a corporation, shall not be enforceable unless in writing and signed by the subscriber. 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. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the class or as to all shares of the same series, as the case may be.
In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. The bylaws may prescribe a penalty for failure to pay installments or calls that may become due, but no penalty working a forfeiture of a subscription, or of the amounts paid thereon, shall be declared as against any subscriber unless the amount due thereon shall remain unpaid for a period of thirty days after written demand has been made therefor. If mailed, such written demand shall be deemed to be made when sent by registered mail addressed to the subscriber at his last post office address known to the corporation. In the event of the sale of any shares by reason of any forfeiture, the excess of proceeds realized over the amount due and unpaid on such shares shall be paid to the delinquent subscriber or to his legal representative. If no prospective purchaser offers a cash price sufficient to pay the full balance owed by the delinquent subscriber plus the expenses incidental to such sale, the shares subscribed for shall be cancelled and restored to the status of authorized but unissued shares and all previous payments thereon shall be forfeited to the corporation and transferred to surplus. Subscriptions for shares of stock are transferable unless otherwise provided in a subscription agreement.
Consideration for the issue of shares shall consist of money or other property, tangible or intangible, or labor or for shares services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof. In the absence of fraud in the transaction, the judgment of the board of directors or shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive. Shares with par value may be issued for such consideration, not less than the par value thereof, the board fixes as from time to time. Shares without par value may be issued for such consideration as is fixed from time to time by the board unless the articles of formation reserve to the shareholders the right to fix the consideration. If such right is reserved as to any shares, a vote of the shareholders shall either fix the consideration to be received for the shares or authorize the board to fix such consideration.
Treasury shares may be disposed of by a corporation on such terms and conditions as are fixed from time to time by the board. Neither obligations of the subscriber for future payments nor future service shall constitute payment or part payment for shares of a corporation. Certificates for shares may not be issued until the full amount of consideration therefor has been paid.
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 nonassessable. The reasonable charges and expenses of formation or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares may be paid or allowed by the corporation out of the consideration received by it in payment for its shares without thereby rendering such shares not fully paid or assessable. Upon issue by a corporation of shares with a par value not in excess of the authorized shares, the consideration received therefor 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.
Upon issue by a corporation of shares without par value not in excess of the authorized shares, the entire consideration received therefor 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 formation unless such allocation is authorized by vote of the shareholders.
The stated capital of a corporation may be increased from time to time by resolution of the board of directors transferring all or part of surplus of the corporation to stated capital. The shares of a corporation shall be represented by certificates signed by the president, vice president, or managing director and the secretary or an assistant secretary or the treasurer or an assistant treasurer or director of the corporation, and may be sealed with the seal of the corporation, if any, or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if a transfer agent countersigns the certificate or registered by a registrar other than the corporation itself or its employees. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, the corporation with the same effect may issue it as if he were such officer at the date of issue.
Shares may be issued either in registered form or in bearer form provided that the articles of formation or bylaws prescribe the manner in which any required notice is to be given to shareholders of bearer shares. The transfer of bearer shares shall be by delivery of the certificates. The articles of formation may provide that on request of a shareholder his bearer shares shall be exchanged for registered shares or his registered shares exchanged for bearer shares.
Each certificate representing shares issued by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board to designate and fix the relative rights, preferences and limitations of other series.
Each certificate representing shares shall when issued state upon the face thereof: that the corporation is formed under the laws of Nevis; the name of the person or persons to whom issued if a registered share; the number and class of shares, and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate, or a statement that the shares are without par value; and if the share does not entitle the holder to vote, that it is nonvoting, or if the right to vote exists only under certain circumstances, that the right to vote is limited.
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 in case 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.
A corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or formed primarily for the liquidation of specific assets, may declare and pay dividends regardless of any surplus from the net profits derived from the liquidation or exploitation of such assets without making any deduction for the depletion of such assets resulting from lapse of time, consumption, liquidation or exploitation of such assets if the net assets remaining after such dividends are sufficient to cover the liquidation preferences of shares having such preferences in involuntary liquidation.
A corporation may make pro rata distribution of its authorized but unissued shares to holders of any class or series of its outstanding shares subject to the following conditions: if a distribution of shares having a par value is made, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time of such distribution an amount of surplus equal to the aggregate par value of such shares; and if a distribution of shares without par value is made, the amount of stated capital to be represented by each such share shall be fixed by the board, unless the articles of formation reserved to the shareholders the right to fix the consideration for the issue of such shares; and there shall be transferred to stated capital at the time of such distribution an amount of surplus equal to the aggregate stated capital represented by such shares.
Unrealized appreciation of assets, if any, shall not be included in the computation of surplus available for a share dividend. Upon the payment of a dividend payable in shares, notice shall be given to the shareholders of the amount per share transferred from surplus. No dividend payable in shares of any class shall be paid unless the share dividend is specifically authorized by the vote of two thirds of the shares of each class that might be adversely affected by such a share dividend. A split up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the corporation shall not be construed to be a share dividend within the meaning of this section.
A corporation, subject to any restrictions contained in its articles of incorporation, may purchase its own shares or redeem its redeemable shares out of surplus except when currently the corporation is insolvent or would thereby be made insolvent. A corporation may purchase its own shares out of stated capital except when currently the corporation is insolvent or would thereby be made insolvent, if the purchase is made for the purpose of: eliminating fractions of shares; collecting or compromising indebtedness to the corporation; or paying dissenting shareholders entitled to receive payment for their shares.
A corporation, subject to any restrictions contained in its articles of incorporation, may redeem or purchase its redeemable shares out of stated capital except when currently the corporation is insolvent or would thereby be made insolvent and except when such redemption or purchase would reduce net assets below the stated capital remaining after giving effect to the cancellation of such redeemable shares. When a corporation purchases its redeemable shares within the period of redeemability, the purchase price thereof shall not exceed the applicable redemption price stated in the articles of incorporation. Upon a call for redemption, the amount payable by the corporation for shares having a cumulative preference on dividends may include the stated redemption price plus accrued dividends to the next dividend date following the date of redemption of such shares.
Shares that have been issued and have been purchased, redeemed or otherwise reacquired by a corporation shall be cancelled if they are reacquired out of stated capital, or if they are converted shares, or if the articles of formation require that such shares be cancelled upon reacquisition.
Any shares reacquired by the corporation and not required to be cancelled may be either retained as treasury shares or cancelled by the board at the time of reacquisition or at any time thereafter. Neither the retention of reacquired shares as treasury shares, nor their subsequent distribution to shareholders or disposition for a consideration shall change the stated capital. Treasury shares may be disposed of for such consideration as the directors may fix. When treasury shares are disposed of for a consideration, the surplus shall be increased by the full amount of the consideration received.
When reacquired shares other than converted shares are cancelled, the stated capital of the corporation shall be reduced by the amount of stated capital then represented by the shares so cancelled. The amount by which stated capital has been reduced by cancellation of reacquired shares during a stated period of time shall be disclosed in the next financial statement covering such period that is furnished by the corporation to all its shareholders, or if practicable, in the first notice of dividend or share distribution that is furnished to the holders of each class or series of its shares between the end of the period and the next such financial statement, and in any event to all its shareholders within six months of the date of the reduction of capital.
Shares cancelled under this section shall be restored to the status of authorized but unissued shares, except that if the articles of formation prohibit the reissue of any shares required or permitted to be cancelled under this section, the board shall approve and deliver to the Registrar of Companies articles of amendment eliminating such shares from the number of authorized shares.
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. If, however, the consideration for the issue of shares without par value was fixed by the shareholders under this Part V, the board shall not reduce the stated capital represented by such shares except to the extent, if any, that the board was authorized by the shareholders to allocate any portion of such consideration to surplus.
No reduction of stated capital shall be made under this section 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. When a reduction of stated capital has been effected under this section, the amount of such reduction shall be disclosed in the next financial statement covering the period in which such reduction is made that is furnished by the corporation to all its shareholders, or, if practicable, in the first notice of dividend or share distribution that is furnished to the holder of each class or series of its shares between the date of such reduction and the next such financial statement, and in any event to all its shareholders within six months of the date of such reduction.
- Directors And Management.
to limitations of the articles of formation and of Business Corporation 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.
The directors may cause the corporation to transfer any of its assets in trust to one or more trustees, to any company, association, partnership, foundation or similar entity, and with respect to the transfer, the directors may provide that the company, its creditors, its members or any person having direct or indirect interest in the corporation, or any of them, may be the beneficiaries, creditors, members, certificate holders, partners or holders of any other similar interest.
The rights or interest of any existing or subsequent creditor of the corporation in any assets of the corporation are not affected by any transfer, and those rights or interests may be pleaded against any transferee in any such transfer.
The articles of formation 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 formation or bylaws.
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.
The number of directors may be increased or decreased by amendment of the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw, subject to the following limitations: if the board is authorized by the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provisions of a bylaw, such amendment or action shall require the vote of a majority of the entire board; and no decrease shall shorten the term of any incumbent director.
At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting except as otherwise provided in Business Corporation Ordinance or in the articles of incorporation. The articles of formation may provide for the election of one or more directors by the holders of the shares of any class or series. Each director shall hold office until the expiration of the term for which he is elected, and until his successor has been elected and qualified.
If directors are classified and the number of directors is thereafter changed: any newly created directorships or any decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible; and when the number of directors is increased by the board and any newly created directorships are filled by the board, there shall be no classification of the additional directors until the next annual meeting of shareholders.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by vote of a majority of the directors then in office, although less than a quorum exists, unless the articles of formation or the bylaws provide that such newly created directorships or vacancies shall be filled by vote of the shareholders. Unless the articles of formation or the specific provisions of a bylaw adopted by the shareholders provide that the board shall fill vacancies occurring in the board by reason of the removal of directors without cause, such vacancies may be filled only by vote of the shareholders. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
Any or an of the directors may be removed for cause by vote of the shareholders. The articles of formation or the specific provisions of a bylaw may provide for such removal by action of the board, except in the case of any director elected by cumulative voting, or by the holders of the shares of any class or series when so entitled, or by provisions of the articles of incorporation. If the articles of formation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
The removal of directors, with or without cause, as provided in subsections (l) and (2) is subject to the following: in the case of a corporation having cumulative voting, no director may be removed when the votes cast against his removal would be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board, or the entire class of directors of which he is a member, were then being elected; and when by the provisions of the articles of formation the holders of the shares of any class or series, or holders of bonds, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series, or the holders of such bonds, voting as a class.
Unless a greater proportion is required by the articles of incorporation, a majority of the entire board present, in person or by proxy, at a meeting duly assembled, shall constitute a quorum for the transaction of business or of any specified item of business, except that the articles of formation or the bylaws shall not require unanimity and may fix the quorum at less than a majority of the entire board but not less than one third thereof.
The vote of the majority of the directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the board unless the articles of formation require the vote of a greater number.
A proxy shall be given in an instrument in writing including a telegram, cable, telex or similar teletransmission. Unless otherwise restricted by the articles of formation or bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the board or committee.
Unless restricted by the articles of formation or bylaws, members of the board or any committee thereof may participate in a meeting of such board or committee by means of conference telephone, video, or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
The articles of formation may contain provisions specifying either or both of the following: that the proportion of directors that shall constitute a quorum for the transaction of business or of any specified item of business shall be greater than the proportion prescribed in the absence of such provision but less than the total number of directors; and that the proportion of votes of directors that shall be necessary for the transaction of business or of any specified item of business shall be greater than the proportion in the absence of such provision but less than the total number of directors.
An amendment of the articles of formation which adds a provision permitted or which changes or strikes out such a provision, shall be authorized at a meeting of shareholders by vote of the holders of two thirds of all outstanding shares entitled to vote thereon, or of such greater proportion of shares, or class or series of shares, as may be provided specifically in the articles of formation for adding, changing, or striking out a provision permitted.
Meetings of the board, regular or special, may be held at any place within or without Nevis, unless otherwise provided by the articles of formation 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.
Unless otherwise provided by the bylaws, regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the bylaws or the board. Special meetings of the board may be called in the manner provided in the bylaws and shall be held upon notice to the directors. The bylaws may prescribe what shall constitute notice of meeting of the board. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the board, unless required by the bylaws.
Each such committee shall serve at the pleasure of the board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any director of his duty to the corporation. No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers who have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such director or directors are present at the meeting of the board, or of a committee thereof, which approves such contract or transaction, or that his or their votes are counted for such purpose: if the material facts as to such director's interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the board or committee, and the board or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director or, if the votes of the disinterested directors are insufficient to constitute an act of the board, by unanimous vote of the disinterested directors; or if the material facts as to such director's interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders.
Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board or of a committee which approves such contract or transaction. The articles of formation may contain additional restrictions on contracts or transactions between a corporation and its directors and may provide that contracts or transactions in violation of such restrictions shall be void or voidable by the corporation. Unless otherwise provided in the articles of formation or the bylaws, the board shall have authority to fix the compensation of directors for service in any capacity.
A loan shall not be made by a corporation to any director unless it is authorized by vote of the shareholders. For this purpose, the shares of the director to whom the loan is to be made shall not be shares entitled to vote. A loan made in violation of this section shall be a violation of the duty to the corporation of the directors approving it, but the obligation of the borrower with respect to the loan shall not be affected thereby.
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or the enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of a
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