Nevis Limited Liability Company Ordinance

TABLE OF CONTENTS
THE NEVIS LIMITED LIABILITY
COMPANY ORDINANCE, 1995 as
Amended to 1st January, 2002.

PART I
GENERAL PROVISIONS

1. Short Title and Commencement
2. Interpretation
3. Application of This Ordinance
4. Form of instruments; Filing
5. Certificates of Certified Copies As Evidence
6. Fees on Filing Articles of Organization and Other Documents
7. Annual registration Fee
8. Waiver of Notice
9. Notice to Members
10. Information and Records
11. Construction

PART II
PURPOSES AND POWERS

12. Purposes
13. General Powers

PART III
REGISTERED AGENT; SERVICE OF PROCESS

14. Registered Agent For Service Of Process
15. Registrar of Companies or his appointee as Agent for process
16. Records and certificates of Registrar of Companies
17. Validity of other Service

RELATIONSHIP OF THE LIMITED LIABILITY COMPANY
AND ITS MEMBERS TO THIRD PARTIES

18. Effect of organization
19. Liability to third parties
20. Limited Liability Company as proper party to action

PART V
FORMATION OF LIMITED LIABILITY COMPANIES;
NAMES; AMENDMENT OF ARTICLES OF ORGANIZATION

1. Formation...
22. Duration
23. Company name
24. Register of names
25. Reservation of Names
26. Contents of articles of organization
27. Execution and filing of articles of organization
28. Effect of filing articles of organization
29. Amendment of articles of organization
30. Restated articles of organization
31. Operating agreement

PART VI
FINANCE

32. Capital contributions
33. Liability for capital contributions
34. Interim distributions
35. Distributions in kind prohibited
36. Right to distribution

PART VII
MEMBERS AND MEMBERS’ INTERESTS

37. Admission of Members
38. Nature of members interests
39. Classes and series of members interests
40. Termination of a members interests
4 1. Distributions upon termination of members interests
42. Assignment of members interests, restrictions
43. Rights of Judgement creditor

PART VIII
MANAGEMENT

44. Management of the business of The limited liability Company
45. Voting
46. Agency of managers and members
47. Qualification of managers
48. Standard of care to be observed by managers

PART IX
RELATIONS OF MEMBERS AND MANAGERS
TO THE LIMITED LIABILITY COMPANY

49. Conflict of interest
50. Indemnification of members or managers

PART X
DISSOLUTION

51. When dissolved
52. Judicial dissolution
53. Dissolution on failure to pay annual registration fee or appoint registered agent
54. Winding up affairs of limited liability company after dissolution
55. Agency power of mangers after dissolution
56. Settlement of claims against limited liability company
57. Distribution of assets upon winding up
58. Articles of dissolution

PART XI
CONVERSION, MERGER AND CONSOLIDATION

59. Conversion of a corporation to a limited liability company
60. Effect of conversion
61. Merger or consolidation
62. Effect of merger or consolidation
63. Sale, lease exchange or other disposition of assets

PART XII
TRANSFER OF DOMICILE TO NEVIS

64. Definitions
65. When transfer of domicile is permitted
66. Application to transfer domicile
67. Contents of application to transfer domicile
68. Execution of the application to transfer domicile
69. Transfer of domicile to Nevis; Certificate of Transfer of Domicile
70. Prior obligations and liabilities
71. Applicable law

PART XIII
TRANSFER OF DOMICILE FROM NEVIS

72. Departure
73. Certificate of departure
74. Effective date of departure
75. Jurisdiction of courts after departure

PART XIV
EMERGENCY TRANSFER OF DOMICILE INTO NEVIS

76. Emergency conditions
77. When emergency transfer of domicile is permitted
78. Application for emergency transfer of domicile is permitted
79. Governing law after emergency transfer
80. Prior obligations and liabilities
81. Service of process after emergency transfer of domicile
82. Return to foreign jurisdiction

PART XV
TAX EXEMPTION

83. Exemption
83A. Licence required for management office
83B. Limitation of Section 83A
84. Dividends and Distributions

PART XVI
MISCELLANEOUS

85. Savings provision
86. Regulations
87. Endorsement certificate
88. Certificate of Good Standing
89. Form of certificate