Nevis Company: LLC, Creditors and Taxation in Brazil

A Nevis company can be an LLC, under the Nevis Limited Liability Company Ordinance (Cap. 7.04(N)), or a corporation, under the Business Corporation Ordinance (Cap. 7.01(N)). Local law separates the company from its owners and limits creditor collection against a member. For Brazilian residents, this does not remove taxation under Law No. 14,754/2023 (Lei 14.754/2023).

What types of companies exist in Nevis?

This article covers two Nevis laws for commercial companies. Both appear in the consolidated text published by the Law Commission of Saint Kitts and Nevis, with a revision date of December 31, 2020:

There are amendments after the 2020 text. The LLC Ordinance, for example, was amended in 2023 (Ordinance 3 of 2023). For that reason, confirm the version in force with the registered agent before deciding.

This article covers the company. For the Nevis trust, see Nevis trust, which has its own law and risks.

How is a Nevis LLC formed and managed?

Anyone can form an LLC. The Articles of Organisation are signed by each organizer and filed with the Registrar of Companies (art. 17). The name ends with "limited liability company", "limited company" or the abbreviations LLC, L.L.C., LC or L.C. (art. 18).

The Articles state, among other items, the name of the registered agent, the address of the registered office in Nevis, the duration, whether management belongs to managers or to all members, and the purposes, where declaring any lawful activity is enough (art. 22).

Some operating rules deserve attention:

• •Operating agreement. Members may enter into an operating agreement on the business, the conduct of affairs and the relations between members and managers. It is valid only with the consent of all members and, if the Articles do not require it, it does not need to be in writing. Without an amendment rule, any amendment requires the agreement of everyone (art. 27).
• •Separate personality. The LLC is a legal person with rights and obligations distinct from those of its members and managers (art. 64).
• •Liability. The LLC alone answers for its debts. Being a member, manager or agent does not, by itself, make anyone liable for them, and failure to observe corporate formalities is not grounds for holding members personally liable (art. 63).
• •Books and records. The LLC must keep records that explain its transactions and allow financial statements to be prepared, kept for at least five years (art. 67).
• •Company documents. The 2023 amendment inserted art. 67A, which requires copies of the Articles, the written operating agreement, the register of members and managers, the minutes and the filed documents. If the LLC keeps a copy of the register of members with the registered agent, it must notify the agent of any change within 15 days.

What does Nevis law say about a member's creditors?

The most cited point of the Ordinance is art. 60. A creditor with a judgment against a member may ask the court for a charging order over the member's interest. The order gives the creditor the right to receive distributions, but only when and if the LLC makes them (art. 60(1) and (2)).

The same article provides that:

• •the charging order is the creditor's sole remedy over the interest, whether the LLC has one member or several (art. 60(5));
• •the creditor has no other remedy over the interest, such as foreclosure, seizure, levy or attachment, and has no right to possess the LLC's assets or to exercise remedies over them (art. 60(6) and (9));
• •a judgment obtained in a foreign jurisdiction is not enforced by the Nevis High Court to the extent that it purports to encumber the member's interest (art. 60(7));
• •the charging order is not renewable and expires three years after it is issued (art. 60(15)).

There are limits. Art. 61 deals with fraud: if the creditor proves, beyond a reasonable doubt, that the LLC was created, or assets were transferred to it, with the primary intent of defrauding the creditor and leaving the member insolvent, the transaction is neither void nor voidable, but the LLC is liable for the claim, up to the value of the member's interest in the assets. The law also sets time limits: there is no fraud if the formation or transfer takes place more than two years after the creditor's claim arose, or, before that period, if the creditor does not bring the action within one year of the transaction (art. 61(4)).

Before collecting, the creditor must post a bond, in an amount set by the High Court, with a financial institution in Nevis, to secure the costs (art. 62). The text does not set the amount.

Does this protection hold up before a Brazilian judge?

These rules come from Nevis law and were made for Nevis courts. Art. 60(7) says what the Nevis High Court does with foreign judgments; it does not prevent a Brazilian judge from deciding a Brazilian case.

In Brazil, creditors have their own tools. Gratuitous transfers by an insolvent debtor can be annulled by unsecured creditors (Brazilian Civil Code, art. 158). Disposing of an asset while a lawsuit capable of reducing the debtor to insolvency is pending is fraud on execution and is ineffective against the judgment creditor (Code of Civil Procedure, CPC, art. 792, IV and § 1). And the judge may extend obligations to the partners' assets in cases of abuse of legal personality, through diversion of purpose or commingling of assets (Civil Code, art. 50).

In short: opening the company after a debt arises, or using it to mix personal and business accounts, can weaken or void the advantage. For the overall picture, see protecting assets from creditors and offshore asset protection.

Does Nevis tax the company?

It depends on the version of the law and on the activity, and the consolidated text we consulted contains a transition rule. Art. 96 of the LLC Ordinance exempts from income tax, withholding and other taxes on income from outside Nevis an LLC that does not operate in Nevis. But the same article provides that exemptions granted to all companies cease to have effect on the first of these dates: June 30, 2021, or the day the company acquires, holds or starts dealing with new assets, or begins a new activity that would generate taxable income without the exemption (art. 96(5)).

For that reason, do not treat "no tax in Nevis" as the current rule. Ask the registered agent for written confirmation of the tax regime that applies to your company and its local obligations.

How does Brazil tax a Nevis company?

The Brazilian resident who controls the company reports its profits on the annual adjustment return. Law 14,754/2023 treats as controlled the companies and other entities, with or without legal personality, in which the individual has preponderance in deliberations or more than 50% of the capital or profits (art. 5, § 1). The tax is 15% on the annual portion of income, with no deduction from the tax base (art. 2, § 1).

The timing of taxation changes according to the type of controlled entity:

The Federation of Saint Kitts and Nevis appears in the list in art. 1 of IN RFB 1,037/2010 in the text consulted on October 3, 2026. Check the current list on the Federal Revenue Service (Receita Federal) website before settling the classification. "Own active income" excludes income consisting only of royalties, interest, dividends, equity interests, rents, financial investments and some capital gains (art. 5, § 6, I). Income of only those types does not count toward the 60%.

The individual may also elect to report the controlled entity's assets, rights and obligations as if they were their own (art. 8). The election is irrevocable while the individual holds the entity (art. 8, § 1, II). The topic is detailed in international asset holding company.

What obligations does a Brazilian have with a Nevis company?

Besides the tax, there are two reporting obligations:

1. •Annual Adjustment Return (Declaração de Ajuste Anual). Income and the equity interest go into the individual's return. The step-by-step is in how to declare an offshore on your income tax return.
2. •Declaration of Brazilian Capital Abroad (CBE). BCB Resolution 279/2022 includes the interest in the capital of non-resident companies among the information to be reported (art. 7, I). The annual declaration is mandatory when the total Brazilian capital abroad reaches US$ 1,000,000.00 or more (art. 10), with a base date of December 31. Check the deadlines on the Central Bank of Brazil (BCB) page on the CBE.

Failure to comply has consequences set by law, which depend on the case and which this article does not detail. See a professional before opening the company, not after. The compliance service covers that review.

Is a Nevis company useful for succession?

It helps with organization; it does not eliminate Brazilian law. Succession on death is governed by the law of the country where the deceased was domiciled, whatever the nature and location of the assets (LINDB, the Law of Introduction to the Rules of Brazilian Law, art. 10). If the deceased was domiciled in Brazil, succession follows Brazilian law, including the forced share (legítima), which is half of the estate belonging to the necessary heirs (Civil Code, art. 1,846). See international succession planning and the holding company or offshore comparison. To analyze your case, the corporate structures service is the starting point.