Company Incorporation in St. Kitts and Nevis

There is no need to have local directors or shareholders to form your offshore company in St. Kitts & Nevis. A company must have at least one director and one shareholder, and both can be you, irrespective of your country of citizenship, origin, or residence. This means you can establish a Nevis company with directors and shareholders who are not residents of St. Kitts and Nevis. You can also use Vepapu’s Nominee Director and/or Nominee Shareholder services to keep your identity out of your company formation documents. One caveat worth understanding: where your board actually meets is what determines your company’s tax residence, so appointing directors resident in Nevis can bring the company inside the St. Kitts and Nevis tax net.

Nevis does not maintain a public register of company owners. The registers of shareholders, directors, and beneficial owners are kept by the company and its registered agent under the Nevis Business Corporation Ordinance — they are not filed with the Registrar of Corporations, and changes are notified only to your registered agent. The Registrar holds the documents that were actually filed, such as the Articles of Incorporation, and anyone who pays the prescribed fee may inspect them. Naming the initial directors in the Articles is optional, so we keep them out where you would prefer them not to appear. Beneficial ownership information remains confidential and is disclosed only to competent authorities acting under law.

A registered address in St. Kitts & Nevis is required to form a company — it is a legal requirement, and without it we cannot proceed to file the documents with the registrar for your company’s incorporation. Vepapu already covers this service for you, which means you do not need a physical office in St. Kitts & Nevis to incorporate.

Your company in Nevis should have at least one director and one shareholder. You are required to have a local registered agent in Nevis, and the registered office address of the company should also be the registered address of the agent. The registered agent is responsible for maintaining Know Your Customer (KYC) information on behalf of the company, which is crucial for compliance with Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) regulations. An annual government renewal fee keeps the company in good standing; no annual return or accounts are filed with the Registrar. Separately, every Nevis IBC and LLC must file the simplified CIT-101 return with the Inland Revenue Department each year, even where no tax is owed, within 3½ months of the fiscal year end. The company must also keep registers of shareholders, directors, and beneficial owners, and maintain its books and accounting records for a minimum of five years — these may be kept anywhere the directors designate, but must be produced to the registered agent on request.

The old tax-exemption regime is gone. The Nevis Business Corporation and Nevis Limited Liability Company (Amendment) Ordinances of 2018 repealed the tax-exempt provisions, and the grandfathering for entities registered before 1 January 2019 ended on 30 June 2021. What replaced it is not a blanket exemption but a residence test. Under the Income Tax Act, as explained in the Inland Revenue Department’s own guidance, a company that is tax resident in the Federation is taxed on its worldwide income at 33%, while a company that is not tax resident is taxed only on income sourced in St. Kitts and Nevis. Residence follows central management and control — in practice, where your board meetings are genuinely held. Incorporating in Nevis does not by itself make the company tax resident there, and delegating company-secretarial work to a local service provider does not amount to management and control. So a Nevis company run from abroad, with no permanent establishment in the Federation and no local-source income, has no St. Kitts and Nevis income tax to pay — but it still has to file the CIT-101 return each year and declare where it is tax resident. Note too that this is not a tax-free jurisdiction across the board: gains on assets disposed of within a year of acquisition are taxed at up to 20%, and there is a 15% withholding tax on dividends, interest, and royalties paid to non-residents from within the Federation. Your own country of residence will tax you under its own rules, including any controlled-foreign-company regime, so please take advice where you live.