Saint Kitts and Nevis
General information about Saint Kitts and Nevis
- Federation of Saint Christopher and Nevis (Saint Kitts and Nevis) is a state that consist of two islands situated in the Caribbean Sea. The capital is Basseterre. The official currency is East Caribbean dollar (XCD). The official language is English.
- The legislation of Saint Kitts and Nevis is based on English common law.
- Saint Kitts and Nevis is a member of UN, WTO, IMF, British Commonwealth and the Organisation of Eastern Caribbean States.
- The main trading partners of Saint Kitts and Nevis are United States, United Kingdom, Canada and the Netherlands. The prevailing sectors are light and food industries and tourism.
Advantages of Saint Kitts and Nevis
- According to Freedom House statistics Saint Kitts and Nevis is one of the most free countries of the world.
- There is no corporate taxation of Nevis Business Corporations (NBC).
- There is program of citizenship by investments in Saint Kitts and Nevis.
- The information about beneficial owners of business structures is confidential and may be disclosed only to registered agents and banks so that it is not publicly available.
- There are no currency control rules.
Legal forms of business in Saint Kitts and Nevis
- Private company;
- Public company;
- Exempt private company NBC;
- Limited partnership;
- Exempt limited partnership;
Main features of NBC companies
- Legal basis for NBC companies’ incorporation and activity is Nevis Business Corporations Ordinance 2017 (the Ordinance).
- Company’s name. The name of NBC company must contain words Corporation, Incorporated, Limited. The name may be in any language that uses Latin alphabet, but in such case the Registrar may request translation of name to English language. It is prohibited to use the name that is identical or at most similar to the name of previously incorporated companies.
- Address. NBC companies must maintain registered office address in the territory of Nevis and must have registered agent in Nevis that obtains a special license.
- Shareholders. Legal and natural persons resident in any country may hold shares of NBC company. The minimum of shareholders is one, and the maximum quantity is not established by the Ordinance. Registers of shareholders, minutes of meetings of shareholders and their resolutions must be kept by the company (not necessarily at registered office address).
- Shares. Company must issue and pay the amount of shares prescribed by its Memorandum and Articles of Association. Minimum amount of issued and paid up share capital is not established by the Ordinance. As of the end of 2018 issue and circulation of bearer shares is permitted if the company meet some particular requirements (custodian regime of bearer shares).
- Directors. Legal and natural persons resident in any country are entitled to be directors of NBC company. The minimum of directors is one. Directors may be appointed by shareholders in accordance with the procedure established by Memorandum and Articles of Association of the company. Meetings of directors may be arranged in any place, including outside of Nevis. The company is obliged to keep minutes of meetings of directors and their resolutions (not necessarily at registered office address).
- Secretaries. NBC company may have a secretary, though it is not obligatory.
- Redomiciliation. Foreign companies may transfer their domicile from the original jurisdiction to Saint Kitts and Nevis (as in a form of resident company, so in an NBC company), as well as companies of Saint Kitts and Nevis may transfer their domicile to some foreign jurisdiction if the legislation of such foreign jurisdiction permits to do so.
- Conversion of NBC to resident company. The Ordinance provides for possibility to convert NBC company to a resident one and for subsequent issue of tax residency certificate of Saint Kitts and Nevis for converted company. The resident company may be converted to an NBC company in the same manner.
Taxation of NBC companies
- Unlike resident companies of Saint Kitts and Nevis, NBC companies are not subject to corporate taxation. Resident companies are taxed at a standard corporate tax rate of 33 %.
- NBC companies are also exempt from taxes applicable to residents, e.g. withholding tax, capital gains tax, value added tax, property tax, stamp duties, etc.
- However, NBC companies are not entitled to conduct business within Nevis, to have relationships with counterparties from Nevis and own real estate in Nevis.
- There are some actions that cannot be deemed as conducting of business in Nevis:
- maintaining bank accounts in Nevis;
- holding meetings of directors or shareholders in Nevis;
- maintaining corporate or financial books and records in Nevis;
- maintaining an administrative office in Nevis with respect to assets, business or activities done outside of Nevis;
- maintaining a registered agent in Nevis;
- investing in shares of a Nevis resident company, NBC company, Nevis partnership or trust;
-acquisition of real property provided that such property is situated in places approved and authorized by the Nevis Island Administration.
- In addition to this, NBC companies cannot provide financial services that requires special license, in particular banking, insurance and investment services.
- NBC company must pay only incorporation and annual renewal fees in a fixed amount. Non-payment of such fees during the period of 1 year may lead to striking the company off the register of companies with possibility to restore it after payment of fee debts and penalties.
NBC records keeping
- As NBC companies are exempt from taxation they are not obliged to draw up and file financial statements and audit of such financial statements with the tax authorities of Saint Kitts and Nevis.
- Nevertheless, NBC companies must keep financial books and records on the basis of which financial statements may be drawn up if necessary. According to the provisions of the Ordinance, such books and records are primarily contracts and invoices that contain accurate and authentic information about:
- all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place;
- all transactions, assets and liabilities of the company.
- Books and records of the company shall be kept for at least of 5 years after the date of its issue at a registered office or at other address selected by directors of the company.
- Bookkeeping is possible as in paper documents, so in electronic formats.
Members’ details must be entered into the registers and may be kept at any address as directors choose in both paper and electronic forms. Registers must contain the following details of members:
- Name of a person or entity;
- Types and amount of shares for each shareholder;
- Date of becoming a shareholder.
As of October 2018 the Act does not provide for compulsory requirement to design and keep registers of directors and beneficial owners of Nevis companies, however registered agent of such company must obtain the information about directors and beneficial owners and update it if necessary. Details of directors, members and beneficial owners are not subject to disclosure to any third parties and are not publicly available. Usually only professional intermediaries, registered agents and banks that maintain companies accounts may have access to such details. Also, registered agent must disclose information about directors, members and beneficial owners of companies at the request of public authorities.
In addition to this, registered agents and other parties empowered by Ministry of Finance of Nevis may be depositories of bearer shares of Nevis companies. They must prepare and maintain registers of bearer shares of companies that are serviced by them. Such registers must include the following information:
- The name of the corporation issuing the bearer share certificate;
- The identification number of the bearer share certificate;
- The class of shares and number of shares contained in the bearer share certificate;
- The identity of the owner of the shares contained in the bearer share certificate –
c) date of birth,
e) other details of identification as may from time to time be prescribed by the Minister.
If legal person owns bearer shares, the details of beneficial owner of such legal person must be entered into the register.
Saint Kitts and Nevis tax treaties
As of the end of 2018 Saint Kitts and Nevis has concluded Double Tax Avoidance Treaties (DTAA) with the following countries and territories:
|Antigua and Barbuda||Grenada||Switzerland|
|Barbados||Monaco||Trinidad and Tobago|
|Guyana||Saint Vincent and the Grenadines|
DTAAs mentioned above establish tax privileges for natural persons and legal entities resident in Saint Kitts and Nevis, such as reduced tax rates for payments of certain types of income to residents of other jurisdictions, and this privileges are not applicable to NBC companies.
On the other hand, there are many jurisdictions that included Saint Kitts and Nevis in their blacklists of offshores, that means that companies incorporated in Saint Kitts and Nevis cannot use some tax exemptions and privileges provided by national legislation for payments from non-residents.
Saint Kitts and Nevis’ participation in the exchange of tax information
Saint Kitts and Nevis is participating in the exchange of tax information on request with most of the states and territories with which DTAA was previously concluded, and also on the basis of bilateral agreement on the exchange of tax information (Tax Information Exchange Agreements, TIEA). As of the end of 2018 Saint Kitts and Nevis has concluded 24 TIEAs.
In addition, Saint Kitts and Nevis is also a party to the Multilateral Agreement of the competent authorities on the automatic exchange of information on financial accounts (MCAA) and has begun exchanging the information in September 2018.
According to information from the official website of the Organization for Economic Cooperation and Development (OECD), Saint Kitts and Nevis has presented the list for automatic exchange that comprises 53 jurisdictions. Some of these jurisdictions have not included Saint Kitts and Nevis in their lists of automatic exchange, so that the bilateral relationships for automatic exchange have not been activated yet.