Incorporating a Non-Profit Company
Non-profit companies are also referred to as ‘companies without share capital’ under the Companies Ordinance, 1999. Part III Division A of the Ordinance governs how such companies may be registered at the Companies Registry.
A non-profit company must first apply to the Minister of Finance, Ministry of Finance for approval for its registration.
To qualify for approval, the undertaking of the company must be restricted to one that is of a ‘patriotic, religious, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature or to the promotion of some other useful object (s.328).
The application can be in the form of a letter or proposal outlining the purpose of the company, proposed registered address, directors, secretary, members etc. Kindly contact the Ministry of Finance for information on further documentation they might require.
Also note that non-nationals who desire to be Directors of a company registered under the Ordinance should first receive an Alien Land Holding Licence authorising them to be directors of said company. Application forms are available from the Ministry of Agriculture or an Attorney-at-Law in Nevis.
If approval is granted by the Minister of Finance to register the non-profit company, this approval should accompany the registration documents to be submitted to the Companies Registry, Legal Department.
The registration documents required are as follows:
– Request for Name Search and Name Reservation (Form 26)
– Articles of Incorporation of Non-Profit Company (Form 2)
– Notice of Address or Notice of Change of Address of Registered Office (Form 4)
– Notice of Directors or Notice of Change of Directors (Form 9)
– Statutory Declaration by an Attorney confirming that the persons who have incorporated the company (persons who have signed the Articles of Incorporation) are at least 18 years, not bankrupt and not of unsound mind.
– Copy of the Alien Land Holding Licence of any director who is a non-national.
The above forms in addition to sample bylaws can be obtained from the Companies Registry upon request.
The forms can also be copied from the Companies Regulations, No. 4 of 1999 which is available at the Companies Registry for $50.00.
The fee for incorporating a non-profit company is $150.00 payable to the Nevis Island Administration.
Non-profit companies are also required to file at the Companies Registry an annual financial statement within 15 days after its annual meeting.
The statement should be in the form of 1) a balance sheet showing the assets and liabilities of the company, and 2) revenue and expenditure of the company since the date of incorporation or the date of the previous financial statement.
The statement must be accompanied by the report of the auditor of the company and must be approved by the directors of the company and evidenced by the signature of one or more of the directors.
Persons are encouraged to contact an Attorney-at-Law who can provide advice on the legal implications of company formation and assist in properly structuring your company at the onset, thus reducing the possibility of changes to its incorporation/registration documents.