What’s in your filing cabinet?

Recent legislative amendments in Nevis have produced notable changes for those advising a controlling person of a Nevis corporation or company. More than ever, it is important to know what documents clients must keep in their filing cabinet.

On 24 August 2023, legislation amending the Nevis Business Corporation Ordinance[1] and the Nevis Limited Liability Company Ordinance[2] (collectively, the Amendments) was passed in the Nevis Island Assembly. The Amendments were gazetted on 21 September 2023 and featured the prohibition of bearer shares for corporations and diversion of document-processing services from the registrar to the last-known registered office of the corporation or company. However, the most notable among the Amendments included the record-keeping requirements for both corporations and companies.

Corporation responsibilities

Section 16 of the Amendments amends s.101 of the Nevis Business Corporation Ordinance (Cap 7.01) and mandates that the following documents be kept by the corporation:

• articles of incorporation;
• the register of shareholders, which contains the names, addresses, number and class of shares held by each shareholder and the dates when they respectively became the owners of record;
• the register of directors, which contains the name and address of each director;
• a register of beneficial owners, which contains the name and address of each beneficial owner;
• minutes of shareholder meetings and actions taken on consent by shareholders;
• minutes of the board of directors’ meetings and actions taken on consent by the directors;
• copies of all notices and other documents filed by the corporation; and
• minutes of committee meetings, if any.

The corporation may provide copies of such documents to the registered agent for maintenance at the agent’s office. Further, where a corporation keeps a copy of the register of shareholders or the register of directors at the registered agent’s office, and there is a change of shareholders or directors, the corporation must notify the agent in writing within 15 days of any change in the register.

Essentially, the corporation is mandated to provide the registered agent with a written record of the physical address at which the original register of shareholders or the original register of directors is kept, and must notify the agent in writing within 15 days of a change of said location.

Company responsibilities

Similarly, as it pertains to limited liability companies (LLCs), s.6 of the Amendments replaces s.67A of the Nevis Limited Liability Company Ordinance (Cap 7.04) and provides that the following corporate documents are to be kept by a company:

• articles of organisation;
• operating agreement;
• members and class of membership;
• the register of managers, which contains the name and address of each manager;
• minutes of member meetings and action taken;
• minutes of committee meetings, if any; and
• copies of all notices and other documents filed by the LLC.

Like their international business corporation (IBC) counterpart, LLCs can exercise discretion in providing copies of the aforementioned documents to the registered agent for maintenance at the agent’s office and, if so, must notify the agent in writing within 15 days of any change in the register of members. Where a company keeps a copy of the register of members at the office of its registered agent, it must provide the agent with a written record of the physical address of the place/s where the original register is kept. Moreover, the company is obligated to notify the registered agent in writing within 15 days of a change of address.

In addition, any information and records kept by the registered agent must be maintained for at least six years after the date on which the corporation or company is dissolved or otherwise ceases to exist. Last, a penalty not to exceed XCD10,000 may be imposed on both IBCs or LLCs that contravene the aforementioned provisions.

Advisors should take care to ensure that clients’ records are compliant with regulatory obligations.