Ready Made Company in Nevis (St. Kitts and Nevis): Shelf IBC or LLC

What a Ready Made Company in Nevis Is

A ready made company in Nevis, also sold as a shelf company or an off the shelf company, is a Nevis corporation (the entity the market calls a Nevis IBC) or a Nevis LLC that a licensed registered agent formed in advance and held without business until a buyer takes it over. Legally it is the same entity anyone can register new under the Nevis Business Corporation Ordinance, Cap. 7.01 (NBCO) or the Nevis Limited Liability Company Ordinance, Cap. 7.04 (NLLCO), already on the register at the Corporate Registry in Charlestown with its own incorporation date. Buying one means taking over its shares or membership interest and its board or managers, and, if you wish, moving it to another licensed agent.

Two points decide whether that is worth doing. The old Nevis tax exemption is not part of the purchase: section 136 of the NBCO and section 96 of the NLLCO ended it for every grandfathered entity by 30 June 2021, so a corporation formed in 2015 now stands where one formed last week stands and files the CIT-101 return with the Inland Revenue Department each year. And a purchase does not get you past the agent’s identity checks, which run on a buyer exactly as on a founder. If neither the date nor an existing entity matters to you, company formation in Nevis gives you the name and articles you choose.

What the Buyer Takes Over and What Changes

Item	After the purchase
Incorporation date and entity number	Unchanged; both stay on the Registrar’s records and appear in a Corporation Search Report
Name	Kept, or changed by articles of amendment once the agent has reserved the new name (NBCO ss.23, 33, 37)
Shareholders	Replaced through a written instrument of transfer and an entry in the register of shareholders (s.48)
Directors and officers	The seller’s directors resign, yours are appointed, and the register of directors is rewritten (ss.73, 101)
Beneficial owners	Your details enter the corporation’s register of beneficial owners and the agent’s client file (s.101)
Registered agent and office	Stay, or move to another licensed agent by a notice of change filed with the Registrar (s.15)
Bearer shares	None: any issued before the 2023 amendment were converted into registered shares by law
Tax position	No exemption to inherit; any unfiled CIT-101 returns for past years stay with the company
Bank account	Only if the company has one, and then the bank decides whether it continues

Transferring the Shares of a Nevis Corporation

The NBCO keeps the transfer itself simple. Registered shares pass by a written instrument of transfer signed by the seller and giving the buyer’s name and address (section 48(4)); the Ordinance asks for no notarial deed. The corporation need not treat the buyer as a shareholder until the name is entered in the register of shareholders, and must enter it when either party applies (section 48(6) and (7)). Read the articles and bylaws first: a restriction such as a right of first refusal binds if it is noted on the certificate and in the register, although an outright ban on transfer is void (section 42).

In practice the order is this. The agent completes its checks on the buyer and on everyone who will control the company. The instrument is signed, any certificate held by the seller is cancelled and the buyer is entered in the register, with a new certificate if the corporation issues them. The outgoing directors resign and the new board is appointed. The register of beneficial owners is updated, and where the agent holds copies of the registers it must be told of each change within 15 days (section 101(2)). The NBCO does not require a change of shareholders or directors to be filed with the Registrar, so the public file still shows the original articles; it changes only for a new name, a new registered agent or amended articles.

Taking Over a Nevis LLC

An LLC has no shares. Unless the operating agreement says otherwise, a member’s interest can be assigned in whole or in part (NLLCO section 59(1)), but assignment alone gives the buyer only the economic rights; becoming a member with a vote needs what the operating agreement provides or, failing that, the consent of the other members (section 59(4)). Admission takes effect at the time the operating agreement sets or, if it is silent, when the register shows it (section 55(2)). A shelf LLC should therefore come with an operating agreement that lets the assignee of the sole member step in as member, and with a resignation from any outgoing manager. Since 2023 an LLC keeps a register of members and a register of managers, and its agent is told of changes within 15 days (section 67A).

Checks Before You Buy an Older Nevis Company

An entity that has sat on the register for years can carry problems a new one cannot. Ask for these before money moves:

• A recent Certificate of Good Standing (NBCO section 30). It confirms the name is on the register, nothing due under the Ordinance is outstanding, the company is not in breach of it and is not being wound up, and it expressly says nothing about compliance with other laws.
• A Corporation Search Report (section 29) showing the incorporation date, the registered agent and the documents on file.
• Evidence that the annual renewal was kept up. A company whose renewal lapses for a year, or which goes 60 days without an agent, is removed from the register; it can be restored within three years and retroactively, but only once everything outstanding is settled (section 119).
• Proof of each year’s CIT-101 return. The Inland Revenue Department levies penalties for missing returns on the company itself, not on its agent, so a buyer inherits any gap.
• The registers of shareholders, directors and beneficial owners, the minutes since incorporation, and a written statement from the seller that the company never traded, held assets or had an account.

What an Older Nevis Incorporation Date Gives You

The one thing a ready made company has that a new one cannot is an earlier date of incorporation, shown on everything the Registrar issues. That counts where a counterparty, a platform or a licensing file asks how long the company has existed. It brings no trading history, no accounts and no tax exemption, and because the Registrar holds the true date, age cannot be manufactured. Our guide to aged shelf companies looks at what age proves and what it does not.

For an LLC bought for asset protection the date matters less than buyers expect. The NLLCO protections belong to every Nevis LLC, whoever owns it: a charging order is the only remedy of a member’s personal creditor and lapses after three years (section 60), fraud must be proved beyond reasonable doubt (section 61), and a bond fixed by the High Court comes first (section 62). The time limits in section 61 run from each transfer of property into the LLC as well as from its formation, so an old formation date does not make a recent transfer of assets any safer.

Nevis Shelf Companies and Bank Accounts

Our offer page lists most Caribbean offshore jurisdictions, Nevis among them, as places where shelf companies with an account already open are not readily available. If a Nevis company you buy does hold an account, the account belongs to the company and stays with it through the transfer; the bank then reviews the new owners, directors and signatories and may keep the account, ask for more documents or close it. None of the banks with a branch on Nevis publishes criteria for a company owned from abroad, so plan for a fresh application. The banks are covered on our page on bank accounts for Nevis companies, and the mechanism in general on shelf companies with bank accounts.

Buying a Nevis Shelf Company Through Us

We supply ready made Nevis corporations and LLCs and also form new ones. For a purchase we prepare the instrument of transfer or the assignment, the resignations, board resolutions and register entries, coordinate any filing with the Registrar such as a change of name or agent, help you assemble the bank application and, where we have a working contact at a suitable bank, introduce you, leaving the decision on the account to the bank. If the company is to keep a provided director or nominee shareholder after the purchase, that service may lawfully come only from a provider licensed for it under the Nevis Trust and Corporate Service Providers Ordinance, 2021, the director owes the full duty of care in section 81 of the NBCO, and you remain on record as beneficial owner in the corporation’s register and the agent’s files, so we use only such a licensee. More about the island is on our Nevis page.

Frequently Asked Questions about Ready Made Companies in Nevis

Can I buy a ready made company in Nevis without travelling there?

Yes. The NBCO sets no nationality or residence test for shareholders or directors, the share transfer is a signed written instrument rather than a notarial deed, and the agent’s identity checks work on notarised copies and reference letters. What stays in Nevis is the licensed registered agent and the registered office at its address. A bank, if you need one, may set its own conditions for meeting you.

Does an older Nevis shelf company keep its tax exemption?

No. The exemption for Nevis corporations and LLCs that do no local business ended on 30 June 2021 at the latest, earlier where the entity took on new assets or activities, and was never open to entities formed after 31 December 2018. A shelf company incorporated years ago is therefore in the same position as a new one and files the CIT-101 return each year. Take tax advice on your own structure.

How is ownership of a Nevis shelf company transferred?

For a corporation, the seller signs a written instrument of transfer naming the buyer, the buyer is entered in the register of shareholders, the board changes, and the register of beneficial owners and the agent’s records are updated, with the agent told within 15 days. For an LLC, the member’s interest is assigned, the buyer is admitted as member under the operating agreement and then entered in the register of members.

Will my name appear on a public register in Nevis?

Not as owner. Shareholders and beneficial owners are recorded in the company’s own registers and the licensed agent’s files, which the authorities can obtain, rather than in documents filed with the Registrar. The public file shows the articles, including any directors they named at incorporation, and later amendments such as a change of name or of registered agent.

Can I rename a Nevis shelf company after buying it?

Yes. The agent reserves the new name, the shareholders approve an amendment of the articles, and articles of amendment go to the Registrar of Corporations. The name must end with Corporation, Incorporated, Limited or a similar suffix, must not clash with a registered name and must avoid the Registrars’ restricted and prohibited words, which include Nevis, Bank and St. Kitts. The incorporation date stays the same.

Can a Nevis shelf company be struck off the register?

Yes, on two grounds: the annual renewal lapsing for a year, or 60 days without a registered agent (NBCO section 119). A removed company is restored within three years if it applies and settles everything outstanding, and restoration is retroactive to the removal date; after three years it is at the Registrar’s discretion. A current certificate of good standing confirms the company is on the register now; the search report shows what has been filed.