What’s in Your Filing Cabinet? Recent Amendments to the Record Keeping Requirements in Nevis

Are you a controlling person of a Nevis corporation or company? Have you ever wondered what documents you actually need to keep in your filing cabinet? In this article published on STEP Journal, Yakima Cuffy, Senior Trust and Legal Officer in our Nevis office, addresses recent legislative amendments in Nevis relating to accurate corporate record-keeping.

On 24 August 2023, legislation amending the Nevis Business Corporation Ordinance, Cap 7.01 (which governs corporations, also known as “IBC’s”) and the Nevis Limited Liability Company Ordinance Cap 7.04 (which governs companies, also known as “LLC’s”) were passed in the Nevis Island Assembly. These Amendments were gazetted on 21 September 2023.  

The amendments featured prohibition of bearer shares for corporations and the diverting of service of process of documents from the Registrar to the last known registered office of the corporation or company. However, the most notable among these amendments included the record keeping requirements for both corporations and companies.

For corporations, s. 16 of the 2023 Amendment amends s. 101 of the Nevis Business Corporation Ordinance, Cap 7.01, and mandates that the following documents are to 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 meetings of shareholders and actions taken on consent by shareholders;
• minutes of the meetings of the board of directors and action taken on consent by the directors;
• copies of all notices and other documents filed by the corporation; and
• minutes of meetings of committees, if any.

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

Similarly, as it pertains to LLC’s, s. 6 of the 2023 Amendment 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 meetings of the members and action taken;
• minutes of meeting of committees, if any;
• copies of all notices and other documents filed by the limited liability company.

Like its IBC counterpart, LLC’s can exercise discretion in providing copies of the aforementioned documents to the registered agent for maintenance at the office of the registered agent, and if so must notify the registered 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 registered agent with a written record of the physical address of the place or places where the original register of members 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 (6) years after the date on which the corporation or company is dissolved or otherwise ceases to exist.  Lastly, a penalty not to exceed $10,000 may be imposed on both IBC’s or LLC’s that contravene the aforementioned provisions.

Be sure to confirm that the records in your filing cabinet are compliant with your regulatory obligations.

** References
Nevis Business Corporation Ordinance, Cap 7.01
Nevis Limited Liability Company Ordinance Cap 7.04