Nevis Limited Liability Company Ordinance

PART XII
TRANSFER OF DOMICILE TO NEVIS
Definitions 64. As used in this Part and Part XIV, unless the context otherwise requires, the term:
"Foreign Domicile" means a jurisdiction other than Nevis in which a limited
liability company has been formed.
"Articles of Organization" means such document filed in the Foreign Domicile
that serves the same purposes as does articles of organization in Nevis.
When transfer 65. (1) Any Foreign Limited Liability Company may, subject to and
of domicile upon compliance with the further provisions of this Part, transfer its
is permitted domicile into Nevis, and may perform the acts described in the provisions of this Part,
transfer its domicile into Nevis, and may perform the acts described in the provisions of
this Part, so long as the law of the Foreign Domicile do not expressly prohibit such
transfer.
(2) Nothing in this Ordinance shall be regarded as permitting a Foreign
Limited Liability Company which transfers its domicile to Nevis to transfer
business operations to Nevis.
Application 66. Any Foreign Limited Liability Company may apply for permission
to transfer to transfer its domicile to Nevis by filing with the Registrar of
domicile Companies an Application to Transfer Domicile which shall be executed in
accordance with section 68 and filed and recorded in accordance with section 4,
together with:
(a) a certificate evidencing its existence issued by an authorized officer
of the Foreign Domicile; and
(b) a certified copy of the Articles of Organization, with amendments, if
any, and if said documents are not in English, translation thereof under oath of
the translator.
Contents of 67. An application to transfer Domicile must contain:
application to
Transfer Domicile
(a) the date on which, and the jurisdiction where, the Foreign Limited
Liability Company was formed, organized, created or otherwise came into
existence; and
(b) the name of the Foreign Limited Liability Company;
(c) the name the Foreign Limited Liability Company will be adopting
uponre-domiciliation in Nevis;
(d) a declaration that the transfer of domicile has been approved by all
necessary action of the managers;.
(e) a declaration that the transfer of domicile is made in good faith and
will not serve to hinder, delay or defraud existing members, creditors, claimants
or other parties in interest;
(f) the name and address of the limited liability company's registered
agent in Nevis;
(g) any other pertinent information required to be set forth in articles of
organization under section 26; and
(h) the amendments of its Articles of Organization or their equivalent,
that are to be effective upon filing the application to transfer domicile.
Execution of 68. The Application to Transfer Domicile shall be in English and
the Application notwithstanding the requirements of section 4(3) of this Ordinance, shall
to Transfer be signed by a manager of the limited liability company or any other
Domicile person performing functions equivalent to those of a manager, however named or
described and who is authorized to sign such Application to Transfer Domicile on
behalf of the limited liability company.
Transfer of 69. Upon the filing of the Application to Transfer Domicile and the
domicile to documents referred to in sections 66 and 67, together with the fees
Nevis; prescribed in section 6, if the Registrar of Companies shall find that such
Certificate of documents are in proper form and satisfy the requirements of this Part,
Transfer of and if the name of the limited liability company meets the requirements
Domicile of section 23, then the Registrar of Companies shall deliver to the limited liability
company a Certificate of Transfer of Domicile and the limited liability company shall
become domiciled and domesticated in Nevis as a limited liability company of Nevis
and shall thereafter be subject to all provisions of this Ordinance, and the limited
liability company shall be deemed to have commenced its existence on the date the
limited liability company was first formed, organized, created or otherwise came into
existence and shall be deemed to have continued its existence in Nevis, and thereafter.
The limited liability company shall promptly adapt its operating agreement, its
registration, management and records to comply with Nevis Law.
Prior 70. (1) A Foreign Limited Liability Company that has been reobligations
domiciled pursuant to this Part is for all purposes the same entity that
and existed before the re-domiciliation.
liabilities
(2) When a re-domiciliation takes effect:
(a) all property owned by the re-domiciliating Foreign Limited Liability
Company is vested in the limited liability company without further act or
deed. If deeds or other documents evidencing ownership or title must be
filed in any jurisdiction, such document shall be filed only to give notice
that the name and form of owner of such property has been changed, and
not to evidence or record a change of owner or title holder;
(b) all debts, liabilities and other obligations of the re-domiciliating
Foreign Limited Liability Company continue as obligations of the
limited liability company;
(c) an action or proceeding pending by or against the re-domiciliating
Foreign Limited Liability Company may be continued as if the redomiciliation
had not occurred, except that, if appropriate in the
jurisdiction in which the proceeding is pending, the caption of.the action
may be changed to reflect the re-domiciliation;
(d) except as prohibited by other law, all the rights, privileges,
immunities, powers and purposes of the re-domiciliating Foreign
Limited Liability Company are vested in the limited liability company;
and
(e) all of the members of the re-domiciliating Foreign Limited Liability
Company continue as members of the limited liability company.
(3) The transfer of domicile of any Foreign Limited Liability Company
to Nevis shall not be deemed to affect any obligations or liabilities of said
Foreign Limited Liability Company incurred prior to such transfer.
Applicable 71. The filing of an Application to Transfer Domicile shall not affect the
law choice of law applicable to prior obligations and rights of the limited
liability company, except that from the date the Application to Transfer Domicile is
filed, the laws of Nevis, including the provisions of this Ordinance, shall apply to the
limited liability company to the same extent as if the limited liability company had been
originally organized as a limited liability company of Nevis on that date and title to the
limited liability company's assets shall also be governed by Nevis law.