Nevis Offshore INC: Bearer shares are PERMITTED. Nevis company incorporation normally takes 2 to 5 working days. Search name availability for your Nevis NBCO. Payment of first year's government fees. No documents to sign. Applicant appointed as company founding Director. Applicant appointed as company Shareholder. Company Shareholder & Director appointed electronically. US$10,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors. Issuance of shares. Register of Shareholders. Register of Directors, Secretaries. Renewal Fees (payable annually from the second year): Registered Address, Government fees.
Premier Package
£ 665.00
Renewal fees from £491.00
Nevis Offshore INC: Bearer shares are PERMITTED. Nevis company formation normally takes 2 to 5 working days. Search name availability for your Nevis NBCO. Payment of first year's government fees. US$10,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. WE PROVIDE A COMPANY NOMINEE DIRECTOR SERVICE for the first year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors. Issuance of shares, Register of Shareholders, Directors and Secretaries. A nominee service agreement which provides for the indemnification of the nominees. Pre-signed undated Resignation Letter from the Director. Indemnity Letter to the Nominees. General Power of Attorney. An indemnity Letter for General Power of Attorney. Renewal Fees (payable annually from the second year): Registered Address, Nominee Director, Government fees.
Deluxe Package
£ 775.00
Renewal fees from £611.00
Nevis Offshore INC: Bearer shares are PERMITTED. Nevis company registration normally takes 2 to 5 working days. Search name availability for your Nevis NBCO. Payment of first year's government fees. US$10,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. We provide a company Nominee Director for the first year. We provide a company Nominee Shareholder for the first year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors. Issuance of shares, Register of Shareholders, Directors and Secretaries. A nominee service agreement which provides for the indemnification of the nominees. Pre-signed undated Resignation Letter from the Director. Indemnity Letter to the Nominees, Declaration of Trust from the Nominee Shareholder. General Power of Attorney. An indemnity Letter for General Power of Attorney. Renewal Fees (payable annually from the second year): Registered Address, Nominee Director and Shareholder, Government fees.
Legal Requirements
The incorporation documents do not carry the name or identity of any shareholder. The names or identities of these persons do not appear in any public record. An IBC cannot trade within the Nevis Island or own real estate there. Company subscribers may be resident outside the Nevis. The company is required to have a registered office in the Nevis. You must appoint a minimum of 1 director. There is no maximum number of directors. Directors can be corporate bodies or private individuals. A director can be of any nationality. There has to be at least one shareholder. The names and address of shareholders are not available to the public. Shareholder and director may be the same person. There is no requirement for appointing local shareholder and director. There is no requirement for a resident secretary. There is no paid-in capital requirement. The minimum paid in and issued capital may be one share which is fully paid. Shares can be issued with or without par value. Shares may be issued in any recognizable currency or in more than one recognizable currency. NBCO records and accounts do not have to be held or filed with the authorities. The registered agent must be a trust company registered in the Nevis. Bearer shares are PERMITTED.
NEVIS OFFSHORE COMPANY FORMATIONS. NEVIS IBC INCORPORATION AND REGISTRATION
Welcome to Coddan online Nevis International Business Company (NBCO) formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the Nevis jurisdiction and the powers granted to Nevis offshore companies. We will guide you through the process of registering your off-shore company and establishing your registered identity. Complete and submit an NBCO application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed company within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of Nevis companies formation packages, offered by Coddan and to find above, what kind of service is included in this or that Nevisian companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within Nevis Island, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
All IBCs are free from all forms of Nevisian taxation. There are no Nevisian taxes on dividends, income or capital distribution or wages whatsoever. Moreover, unlike many onshore jurisdictions, Nevis does not tax an IBC for accumulated (but undistributed) earnings. The wealth of your IBC can grow continually and will be free from Nevisian tax. At Coddan, we combine this powerful advantage with a powerful option to have a Panamanian Foundation own the shared of the IBC.
There is no need for you to be on Nevis to conduct the affairs of your Nevisian IBC. Banking, contract signing, and investing can all be handled remotely and remain in compliance with Nevisian law. Of course, even Nevis does have minimal requirements for its IBCs to follow. These minimal requirements include having at least a single shareholder, having three directors (unless the IBC has less than three shareholders), having a registered agent and a registered office, and payment of an annual fee - all of which can be administered for you by Coddan. Although not strictly required under Nevisian law, your IBC may conduct periodic meetings even if you elect not to attend.
Our Service
Both corporations and individuals make substantial use of offshore companies as vehicles to protect and hold investment portfolios. Such portfolios may consist of stocks, bonds, cash, and other investments. Personal offshore holding companies are often used by high net worth individuals to hold investments made in different markets and countries. The ownership of overseas real estate and land by an offshore company can often create many tax advantages. Offshore trading companies are a proven efficient vehicle to expatriate capital and eliminate exchange controls restrictions through over-invoicing or under invoicing export/import transactions.
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All of the affairs of a Nevisian IBC are private and cannot be disclosed except under truly extraordinary circumstances. The only document that needs to be filed with the government is the annual corporate license and this contains minimal information. There is no requirement than an annual report or annual financial return be disclosed to the government. Nevis does not require any government inspection of your IBC's financial or business records.
Nevisian law permits the use of nominee shareholders, officers and directors. This means that Coddan can act as a nominee (substitute) director and officer on behalf of IBC's. Thus the true directors, officers and shareholders can remain undisclosed.
Unlike most onshore jurisdictions, Nevis permits an IBC to issue either registered shares or bearer shares or both. While the owner of a registered share is recorded on the books of the company, there is no recording requirement for a bearer share. Whoever has possession of the share is automatically deemed to be the owner absent a strong showing of fraud. A good example of a bearer instrument is cash! If you have it, then it is deemed to belong to you. Possession is at least nine-tenths of the law where bearer instruments are concerned. Thus Nevisian corporate ownership can remain completely anonymous via the use of bearer shares. Bearer shares can be issued to a nominee who assigns them to the owners and ownership is completely private. How to Become a Nevisian International Business Company Click Here for More Details |
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
CORPORATE PURPOSES AND POWERS
Corporations may be organized under Business Corporation Ordinance for any lawful business purpose or purposes. Subject to any limitations provided in Business Corporation Ordinance or any other law of Nevis or its articles of incorporation, every corporation shall have power in furtherance of its corporate purposes irrespective of corporate benefit and whether or not enumerated in its articles: to have perpetual succession. To sue and be sued in all courts of competent jurisdiction. To have a corporate seal, and to alter such seal at pleasure, and to use it by causing it or a facsimile to be affixed or impressed or reproduced in any other manner. To purchase, receive, take by grant, gift, devise, bequest, or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.
To sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, or create a security interest in, all or any of its real or personal property, or any interest therein. To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange, transfer, or otherwise dispose of, mortgage, and pledge, bonds and other obligations, shares, or other securities or interests issued by others, whether engaged in similar or different business, governmental, or other activities. To make contracts, give guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property or any interest therein, wherever situated, in any currency.
1. A company incorporated in Nevis has the same powers as a natural person. 2. Normally the authorised share capital is either 1,000 no par value shares or US$100,000 par value shares. 3. The minimum issued capital is one share of no par value or one share of par value. 4. Classes of shares permitted: registered shares, bearer shares, preference shares, redeemable shares and shares with or without par value. 5. A Nevis offshore exempt company is exempt from local taxation. 6. The minimum number of directors is three if the number of shareholders is three. If fewer than three, the number of directors may be equal to the number of shareholders. 7. The directors may be natural persons or bodies corporate and may be of any nationality and need not be residents of Nevis. 8. A Nevis exempt company must appoint a company secretary, who may be a natural person or a body corporate may be of any nationality and need not be resident in Nevis. 9. The minimum number of shareholders is one. 10. English is the official and commercial language of the Island. Nevis enjoys a literacy rate of 96%, one of the highest in the Western Hemisphere.
To lend money, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested, in any currency. To do business, carry on its operations, and have offices and exercise the powers granted by this Part in any jurisdiction within or without Nevis. To elect or appoint officers, managing directors, employees and other agents of the corporation, define their duties; fix their compensation, and the compensation of directors, and to indemnify corporate personnel. To adopt, amend or repeal bylaws relating to the business of the corporation, the conduct of its affairs, its rights or powers or the rights or powers of its shareholders, directors or officers. To make donations for the public welfare or for charitable, educational, scientific, civic or similar purposes. To pay pensions and establish pension plans, pension trusts, profit sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers, and employees.
To purchase, receive, take, or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares. To be a promoter, incorporator, partner, member, associate, or manager of any partnership, corporation, joint venture, trust or other enterprise. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed. To be recognized and to be domiciled or domesticated within or without Nevis, and to change the situs of said domicile or domestication from time to time.
To protect the assets of the corporation for the benefit of the corporation, its creditors and its members, and at the discretion of the directors, for any person having a direct or in direct interest in the company. A guarantee may be given by a corporation not in furtherance of its corporate purposes, when authorized at a meeting of shareholders by vote of the holders of a majority of all outstanding shares entitled to vote thereon. If authorized by a like vote, such guarantee may be secured by a mortgage or pledge of, or the creation of a security interest in, all or any part of the corporate property, or any interest therein, wherever situated.
No act of a corporation and no transfer of real or personal property to or by a corporation, otherwise lawful, shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such transfer, but such lack of capacity or power may be asserted: in an action by a shareholder against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the action and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them from the action of the court in setting aside and enjoining the performance of such contract; provided that anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
In an action by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a derivative suit against the incumbent or former officers or directors of the corporation for loss or damage due to their unauthorized act; and in a proceeding by the High Court to dissolve the corporation, or to enjoin it from the doing of unauthorized business. A corporation shall be a legal entity considered in law a fictional person with separate rights and liabilities, distinct from its shareholders or members. The corporation shall be a proper plaintiff in a suit to assert a legal right of the corporation and a proper defendant in a suit to assert a legal right against the corporation; and the naming of a shareholder, member, director, officer or employee of the corporation as a party to a suit in Nevis or elsewhere to represent the corporation is subject to a motion to dismiss if such party is the sole party to sue or defend, or subject to a motion for misjoinder if such party is joined with another party who is a proper party and has been joined only to represent the corporation. Unless otherwise provided by law, the directors, officers, employees and shareholders of a corporation shall not be liable for corporate debts and obligations.
SERVICE OF PROCESS; REGISTERED AGENT
A corporation subject to Business Corporation Ordinance shall at all times have a registered agent in St. Christopher and Nevis. A corporation, which fails to maintain a registered agent in St. Christopher and Nevis, shall be in contravention of Business Corporation Ordinance. Service of process on a registered agent may be made by registered mail addressed to the registered agent or in any other manner provided by law for the service of summons as if the registered agent were a defendant. Any registered agent of a corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, with the Registrar of Companies, who shall cause a copy thereof to be sent by registered mail to the corporation at the address of the office of the corporation or, if none, at the last known address of a person at whose request the corporation was formed. No designation of a new registered agent shall be accepted for filing unless all charges owing to the former agent shall have been paid.
A designation of a registered agent under this section may be made, revoked, or changed by filing an appropriate notification with the Registrar of Companies. The designation of a registered agent shall terminate upon the expiration of thirty days written notice of resignation directed to the corporation and the filing of a copy of said notice of resignation with the Registrar of Companies; or sooner if a successor agent is designated. A registered agent, when served with process, notice or demand for the corporation which he represents, shall transmit the same to the corporation by personal notification or in the following manner: Upon receipt of the process, notice or demand, the registered agent shall cause a copy of such paper to be mailed to the corporation named therein at its last known address. Such mailing shall be by registered mail. As soon thereafter as possible if process was issued in Nevis, the registered agent may file with the clerk of the court issuing the process either the receipt of such registered mailing or an affidavit stating that such mailing has been made, signed by the registered agent, or if the agent is a corporation, by an officer of the same, properly notarized. Compliance with the provisions of this section shall relieve the registered agent from any further obligation to the corporation for service of the process, notice or demand, but the agent's failure to comply with the provisions of this section shall in no way affect the validity of the service of the process, notice or demand.
Whenever a corporation subject to Business Corporation Ordinance fails to maintain an authorized agent in Nevis, or whenever said registered agent cannot with reasonable diligence be found at his business address, then the Registrar of Companies or his appointee shall be an agent of such corporation upon whom any process or notice or demand required or permitted by law to be served may be served.
Service on the Registrar of Companies or his appointee as agent of a corporation shall be made by personally delivering to and leaving with him or his deputy or with any person authorized by the Registrar of Companies to receive such service, at the office of the Registrar of Companies, duplicate copies of such process together with the statutory fee. The Registrar of Companies or his appointee shall promptly send one of such copies by registered mail, return receipt requested, to such corporation at the business address of its registered agent, or if there is no such office, then the Registrar of Companies or his appointee shall mail such copy in care of any director named in the articles of incorporation at his address stated therein or at the address of the corporation without Nevis, or if none, at the last known address of a person at whose request the corporation was formed or in any other manner permitted by Law.
ARTICLES OF INCORPORATION
All our Nevis International Business Companies are general trading companies which include Certificate of Incorporation & By-laws, Registered Agent and Address in Nevis. 2-5 days incorporation service which enables you to appoint director & shareholders details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Company Pliers Seals - £20.00. 2. Apostilled Certificate of Incorporation - £110.00. 3. Nominee Director service for 12 months - £166.00. 4. Nominee Shareholders service for 12 months - £110.00. 5. Apostilled Certificate of Good Standing £125.00. 6. Letter of Tax Exemption (Tax Certificate) £102.00.
The articles of incorporation shall set forth: the name of the corporation; a statement that the corporation is formed under Business Corporation Ordinance; the succession of the corporation if other than perpetual; the purpose or purposes for which the corporation is organized. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under Business Corporation Ordinance, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any. The address of the corporation in Nevis, which shall be the address of its registered agent. The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only, the par value of each of such shares, or a statement that all of such shares are without par value; or if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each class or that such shares are to be without par value.
If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect of the shares of each class. The number of shares to be issued as registered shares and as bearer shares and whether registered shares may be exchanged for bearer shares and bearer shares for registered shares. If bearer shares are authorized to be issued, appropriate procedural provisions respecting the rights and obligations of bearer shareholders including those relating to notice of meetings or other action, payment of dividends and, qualification for voting; or, a statement that the provisions required by (i) above shall be set forth in the bylaws. If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series.
If the initial directors are to be named in the articles of incorporation, the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until their successors shall be elected and qualify.
The name and address of each incorporator. Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the affairs of the corporation, including the designation of initial directors, subscription of stock by the incorporators, and any provision restricting the transfer of shares or providing for greater quorum or voting requirements with respect to shareholders or directors than are otherwise prescribed in Business Corporation Ordinance, and any provision which under Business Corporation Ordinance is required or permitted to be set forth in the bylaws.
The articles of incorporation may confer upon the holders of any bonds, debentures, or other obligations issued rights of or to be issued by the corporation, whether secured by mortgage or otherwise or unsecured, any one or more of the following powers and rights: the power to vote on the election of directors, or other matters specified in the articles; the right of inspection of books of account, minutes, and other corporate records; any other rights to information concerning the financial condition of the corporation which its shareholders have or may have.
Articles of incorporation shall be signed and acknowledged by each incorporator and filed with the Registrar of Companies in conformity with the provisions of Part I of Business Corporation Ordinance. Within a reasonable time after the filing of the articles of incorporation, an organization meeting shall be held either within or without Nevis. The said organization meeting shall be held, in person or by proxy, by the initial directors named in the articles of incorporation or by the incorporator or incorporators or their transferees. The purpose of the meeting shall be to adopt bylaws, transact such business as may come before the meeting, do such acts to perfect the organization of the corporation as are deemed appropriate and, if the initial directors are not named in the articles of incorporation, elect directors to serve or hold office until the first annual meeting of shareholders or until their successors are elected and qualify. If the articles of incorporation state that the incorporators have subscribed for stock, such subscriptions may be transferred prior to the organization meeting of directors and such transferees may hold the organization meeting of incorporators. Any action permitted to be taken at the organization meeting may be taken without a meeting if each incorporator, transferee or director signs an instrument setting forth the action so taken.
DIRECTORS AND MANAGEMENT
To limitations of the articles of incorporation and of Business Corporation Ordinance as to action which shall be authorized or approved by the shareholders, all corporate powers shall be exercised by or under authority of, and the business and affairs of every corporation shall be managed by, a board of directors.
The directors may cause the corporation to transfer any of its assets in trust to one or more trustees, to any company, association, partnership, foundation or similar entity, and with respect to the transfer, the directors may provide that the company, its creditors, its members or any person having direct or indirect interest in the corporation, or any of them, may be the beneficiaries, creditors, members, certificate holders, partners or holders of any other similar interest.
The rights or interest of any existing or subsequent creditor of the corporation in any assets of the corporation are not affected by any transfer, and those rights or interests may be pleaded against any transferee in any such transfer.
The articles of incorporation may prescribe special qualifications for directors. Unless otherwise provided in the articles of incorporation, directors may be natural persons, or corporations, of any nationality and need not be residents of Nevis or shareholders of the corporation. Alternate or substitute directors may be appointed provided that the terms and conditions under which such appointments shall be made are set forth in the articles of incorporation or bylaws.
The number of directors constituting the entire board shall not be less than three, except that where all the shares of a corporation are held by fewer than three shareholders, the number of directors may be fewer than three but not fewer than the number of shareholders. Subject to such limitations, such number may be fixed by the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw. If not otherwise fixed under this section, the number shall be three.
The number of directors may be increased or decreased by amendment of the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw, subject to the following limitations: if the board is authorized by the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provisions of a bylaw, such amendment or action shall require the vote of a majority of the entire board; and no decrease shall shorten the term of any incumbent director.
At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting except as otherwise provided in Business Corporation Ordinance or in the articles of incorporation. The articles of incorporation may provide for the election of one or more directors by the holders of the shares of any class or series. Each director shall hold office until the expiration of the term for which he is elected, and until his successor has been elected and qualified.
The articles of incorporation or the specific provisions of a bylaw adopted by the shareholders may provide that the directors be divided into either two, three or four classes. All classes shall be as nearly equal in number as possible, and no class shall include fewer than three directors. The terms of office of the directors initially classified shall be as follows: that of the first class shall expire at the next annual meeting of shareholders, the second class at the second succeeding annual meeting, the third class, if any, at the third succeeding annual meeting, and the fourth class, if any, at the fourth succeeding annual meeting.
At each annual meeting after such initial classification, directors to replace those whose terms expire at such annual meeting shall be elected to hold office until the second succeeding annual meeting if there are two classes, the third succeeding annual meeting if there are three classes, or the fourth succeeding annual meeting if there are four classes.
If directors are classified and the number of directors is thereafter changed: any newly created directorships or any decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as possible; and when the number of directors is increased by the board and any newly created directorships are filled by the board, there shall be no classification of the additional directors until the next annual meeting of shareholders.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by vote of a majority of the directors then in office, although less than a quorum exists, unless the articles of incorporation or the bylaws provide that such newly created directorships or vacancies shall be filled by vote of the shareholders. Unless the articles of incorporation or the specific provisions of a bylaw adopted by the shareholders provide that the board shall fill vacancies occurring in the board by reason of the removal of directors without cause, such vacancies may be filled only by vote of the shareholders. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.
Any or an of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board, except in the case of any director elected by cumulative voting, or by the holders of the shares of any class or series when so entitled, or by provisions of the articles of incorporation. If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.
The removal of directors, with or without cause, as provided in subsections (l) and (2) is subject to the following: in the case of a corporation having cumulative voting, no director may be removed when the votes cast against his removal would be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board, or the entire class of directors of which he is a member, were then being elected; and when by the provisions of the articles of incorporation the holders of the shares of any class or series, or holders of bonds, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series, or the holders of such bonds, voting as a class.
Unless a greater proportion is required by the articles of incorporation, a majority of the entire board present, in person or by proxy, at a meeting duly assembled, shall constitute a quorum for the transaction of business or of any specified item of business, except that the articles of incorporation or the bylaws shall not require unanimity and may fix the quorum at less than a majority of the entire board but not less than one third thereof.
The vote of the majority of the directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the board unless the articles of incorporation require the vote of a greater number.
A proxy shall be given in an instrument in writing including a telegram, cable, telex or similar teletransmission. Unless otherwise restricted by the articles of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the board or committee.
Unless restricted by the articles of incorporation or bylaws, members of the board or any committee thereof may participate in a meeting of such board or committee by means of conference telephone, video, or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
The articles of incorporation may contain provisions specifying either or both of the following: that the proportion of directors that shall constitute a quorum for the transaction of business or of any specified item of business shall be greater than the proportion prescribed in the absence of such provision but less than the total number of directors; and that the proportion of votes of directors that shall be necessary for the transaction of business or of any specified item of business shall be greater than the proportion in the absence of such provision but less than the total number of directors.
An amendment of the articles of incorporation which adds a provision permitted or which changes or strikes out such a provision, shall be authorized at a meeting of shareholders by vote of the holders of two thirds of all outstanding shares entitled to vote thereon, or of such greater proportion of shares, or class or series of shares, as may be provided specifically in the articles of incorporation for adding, changing, or striking out a provision permitted.
Meetings of the board, regular or special, may be held at any place within or without Nevis, unless otherwise provided by the articles of incorporation or by the bylaws. The time and place for holding meetings of the board may be fixed by or under the bylaws, or if not so fixed, by the board.
Unless otherwise provided by the bylaws, regular meetings of the board may be held without notice if the time and place of such meetings are fixed by the bylaws or the board. Special meetings of the board may be called in the manner provided in the bylaws and shall be held upon notice to the directors. The bylaws may prescribe what shall constitute notice of meeting of the board. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the board, unless required by the bylaws.
Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting the lack of notice. If the articles of incorporation or the bylaws so provide, the board, by resolution adopted by a majority vote of the entire board, may designate from among its members an executive committee and other committees, each of which to the extent provided in the resolution or in the articles of incorporation or bylaws of the corporation, shall have and may exercise all the authority of the board of directors, but no such committee shall have the authority as to the following matters: the submission to shareholders of any action that requires shareholders' authorization under Business Corporation Ordinance; the filling of vacancies in the board of directors or in a committee; the fixing of compensation of the directors for serving on the board or on any committee; the amendment or repeal of the bylaws, or the adoption of new bylaws; and the amendment or repeal of any resolution of the board which by its terms shall not be so amendable or repeatable.
Each such committee shall serve at the pleasure of the board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any director of his duty to the corporation. No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any other corporation, firm, association or other entity in which one or more of its directors are directors or officers who have a substantial financial interest, shall be either void or voidable for
Offshore Companies
NEVIS USEFUL INFO
£ 500.00
Nevis Offshore INC: Bearer shares are PERMITTED.
