Nevis Limited Liability Company Ordinance

PART V
FORMATION OF
LIMITED LIABILITY COMPANIES; NAMES;
AMENDMENT OF ARTICLES OF ORGANIZATION
Formation 21. One or more persons, without regard to his, their or its residence, domicile, or
jurisdiction of organization, may form a limited liability company under this Ordinance
by signing and filing articles of organization with the Registrar of Companies in the
manner provided in section 4. Such person or persons need not be a member or
members of the limited liability company at the time of formation or after formation.
Duration 22. A limited liability company formed under this Ordinance shall have such duration,
if any, as shall be stated.
Company 23. (1) Except as otherwise provided in subsection (2) of this
name section, the name of a limited liability company;
(a) Shall contain the words "limited liability company" or the
abbreviation "LLC", "L.L.C.", "LC" or "L.C.", and
(b) Shall not be the same as the name of a limited liability company or of
any other company of any type or kind, as such name appears on the
index of names of existing limited liability companies or companies or
on the reserved name list maintained by the Registrar of Companies or a
name so similar to any such name as to tend to confuse or deceive.
(2) The provisions of subsection (1) of this section shall not prevent a limited
liability company
(a) with which another limited liability company, domestic or foreign, is
merged, or
(b) which is formed by the reorganization or consolidation of one or
more domestic or foreign limited liability companies, or.
(c) upon a sale, lease or other disposition to or exchange with, a
domestic limited liability company of all or substantially all the assets of
another domestic limited liability company, including its name, from
having the same name as any of such limited liability companies if at the
time such other limited liability company was existing under the laws of
Nevis.
Register 24. The Registrar of Companies shall keep an alphabetical index of all
of names reserved names and those of all limited liability companies subject to this Ordinance
together with those other names required to be kept by the Registrar of Companies by
law.
Reservation 25. (1) Any person or any agent thereof may reserve a name with the
of name Registrar of Companies provided said reservation is made in accordance with
this Part and is made in good faith for subsequent use in formation of a limited
liability company under this Ordinance or for use in changing the name of a
limited liability company already subject to this Ordinance. A name may be
reserved under Parts XIII or XIV by a foreign limited liability company which
has filed for a transfer of domicile thereunder. Such name reservation shall not
be subject to the time limitation and fee requirements of (4).
(2) An application to reserve a name shall be delivered to the Registrar of
Companies together with the required fee. Said application shall set forth:
(a) the name to be reserved;
(b) the name and address of the applicant;
(c) a statement of the reasons for the application in accordance with
subsection (1) above; and
(d) the name in which the Certificate of Name Reservation is to be
issued.
(3) Provided the name to be reserved is available for use, the Registrar of
Companies shall enter the name upon the reserved name list and issue a
Certificate of Name Reservation in the name of the applicant or in the name
designated by the applicant. The Certificate of Name Reservation shall set forth:
(a) the information contained in the application therefor; and
(b) the date the name was entered upon the reserved name list, which
date shall be the date of reservation.
(4) Beginning upon the date of reservation, the name reserved will be
maintained upon the reserved name list by the Registrar of companies and shall
not be used except by the person, in whose name the Certificate of Name
Reservation has been issued. Said reservation shall terminate upon the
expiration of one hundred twenty days next following the date of reservation
unless sooner renewed. Upon payment of the required fees, the reservation shall
be renewed with the Registrar of Companies for no more than two like periods.
An appropriate receipt for the required fees shall be taken along with the
Certificate of Name Reservation to be proof of the extension of the reservation.
(5) The Certificate of Name Reservation and any renewals thereof shall be
evidenced to the Registrar of Companies at the time the name reserved is
utilized by the person, natural or corporate, in whose name said Certificate of
Name Reservation has been issued.
Contents of 26. The articles of organization shall set forth:
articles of
organization
(a) The name of the limited liability company;
(b) A statement that the limited liability company is formed under this
Ordinance;
(c) The latest date on which the limited liability company is to dissolve, if any;
(d) The name and address of the registered agent in Nevis;
(e) Whether the limited liability company is managed by managers exclusive of
the members or by all of the members in their capacity as members;
(f) Any provision, not inconsistent with law, which the organizers elect to set
forth in the articles of organization for the regulation of the affairs of the limited
liability company, and any provision which under this Ordinance is required or
permitted to be set forth in the operating agreement.
Execution 27. Articles of organization shall be executed by each person authorized
and filing of to do so by the persons forming the limited liability company and filed
articles of with the Registrar of Companies in conformity with the provisions of
organization Part I of this Ordinance.
Effects of 28. The limited liability company's existence shall, upon filing the
filing articles articles of organization, be effective as of the filing date stated thereon.
of organization The endorsement by the Registrar of Companies, as required by section 4, shall be
conclusive evidence that all conditions precedent required to be performed by the
organizers have been complied with and that the limited liability company has been
organized under this Ordinance.
Amendment of 29. (1) A limited liability company may amend its articles of
articles of organization at any time to add or change a provision that is
organization required or permitted in the articles or to delete a provision not required in the
articles.
(2) Except as set forth in subsection (3), amendment of the articles of
organization shall be subject to the consent of the members entitled to vote
thereon.
(3) Any one or more of the following amendments may be approved by the
managers without the consent of the members:
(a) To specify or change the location of the office or registered address
of the limited liability company; and.
(b) To make, revoke or change the designation of a registered agent, or
to specify or change the address of its registered agent.
(4) The articles of amendment shall be executed for the limited liability
company, acknowledged and filed with the Registrar of Companies in
accordance with the provisions of section 4, and shall set forth:
(a) The name of the limited liability company, and if it has been
changed, the name under which it was formed;
(b) The date its articles of organization were filed with the Registrar of
Companies;
(c) Each section affected by the amendment.
(5) No amendment shall affect any existing cause of action in favour of or
against the limited liability company, or any pending suit to which it shall be a
party, or the existing rights of person other than members; and in the event the
limited liability company name shall be changed, no suit brought by or against
the limited liability company under its former name shall abate for that reason.
Restated 30. (1) At any time after its articles of organization have been
articles of amended, a limited liability company may by action of its
organization managers, without necessity of vote of the members, cause to be prepared a
document entitled "Restated Articles of Organization", which will integrate into
one document its original articles of organization (or articles of consolidation)
and all amendments thereto, including those effected by articles of merger.
(2) The restated articles shall also be set forth that this document purports
merely to restate but not to change the provisions of the original articles of
organization as amended and that there is no discrepancy between the said
provisions and the provisions of the restated articles.
(3) A copy of the restated articles filed with the Registrar of Companies in the
manner provided in section 4 shall be presumed, until otherwise shown, to be
the full and true articles of organization as in effect on the date filed.
Operating 31. (1) The members of a limited liability company may enter into an
Agreement operating agreement which may contain any provision relating to the business of
the limited liability company, the conduct of its affairs, its right or powers, and
the rights of, and its relationship to and among, its members and managers not
inconsistent with this Ordinance or any other Law of Nevis or the articles of
organization.
(2) An operating agreement shall be agreed by all members before it becomes
effective. The operating agreement shall not require the consent of any future
member to remain effective. Unless the articles of organization requires
otherwise, an operating agreement need not be in writing.
(3) If the operating agreement does not provide for the method by which it may
be amended, then all of the members must agree to any amendment.
(4) A court may enforce an operating agreement by injunction or by granting
such other relief that the court in its discretion determines to be fair and
appropriate in the circumstances.
(5) The operating agreement may be filed as an exhibit to the articles of
organisation.