M ORNING S TAR H OLDINGS L IMITED

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1 M ORNING S TAR H OLDINGS L IMITED L IMITED L IABILITY C OMPANIES IN N EVIS N E V I S

2 NEVIS AS AN LLC DOMICILE The Nevis Limited Liability Company Ordinance, 1995 is a modern and comprehensive statute which includes many of the provisions found in comparable LLC legislation in jurisdictions such as Delaware. The Ordinance complements the Nevis Business Corporation Ordinance 1984 which is frequently used in international planning by advisors worldwide. MORNING STAR HOLDINGS LIMITED Morning Star Holdings Limited is the largest and oldest Registered Agent in Nevis. Named after one of the oldest properties in Nevis, Morning Star Holdings provides all necessary corporate services for the establishment of LLCs under the Ordinance and acts as their Registered Agent after establishment. We offer same day establishment of LLCs. We are able to effect filings, obtain good standing certificates, and produce other required corporate documents promptly after receipt of instructions. We believe our reliability as a corporate service provider is reflected in the strength of our extended worldwide client base. We recommend that individuals and companies wishing to establish a Nevis LLC obtain specialist advice from appropriate professional advisors. A Copy of the Limited Liability Company Ordinance, 1995 is available on our website. Our sister company, Meridian Trust Company Limited provides a broad range of corporate administration and fiduciary services. Information on Meridian Trust Company Limited is available on its website and can be also requested from our offices in Nevis. MORNING STAR HOLDINGS LIMITED Hunkins Plaza, Main Street, Box 556 Charlestown, Nevis, West Indies Telephone Facsimile info@morningstarnev.com or NEVIS SERVICES LIMITED 545 Fifth Avenue, Suite 402, New York, NY Telephone Facsimile nevisserv@cs.com

3 PROFILE OF NEVIS Nevis was discovered by Christopher Columbus on his second voyage in Rich in both scenic beauty and history, it is one of the Lesser Antilles and was claimed by Spain but was not settled by Europeans until the English arrived in Nevis remained a British colony from 1628 until 1983, when it became independent and joined the Federation of St. Kitts and Nevis. The Federation is an active member of the British Commonwealth and the United Nations. Nevis is a vigorous democracy based upon the British Parliamentary system with an elected local assembly. The largest expenditure by Government is for education and Nevis has achieved a literacy rate of 96%, possibly the highest in the Western Hemisphere. An independent study has ranked the Federation of St. Kitts and Nevis as one of the ten freest nations in the world for seven years running. Combined with a low crime rate, full employment and lack of drug-related difficulties, Nevis is politically stable. The political parties reflect this stability in that they are both centrist and do not have substantial ideological differences. The Spanish name for Nevis was Nuestra Senora de las Nievas meaning Our Lady of Snows, and was anglicized to Nevis. Mount Nevis, in the center of the island, towers 3,265 feet (985 meters) and is usually enveloped in clouds which can sometimes appear as a snow cap, hence the origin of the name. The Nevis climate is nearly perfect and the variation in altitude and soil conditions on this 36 square mile island creates a natural garden of tropical vegetation ranging from rain forest to near desert. Brilliant flowers and exotic fauna abound. On the Caribbean side there is an unspoiled four mile long beach, a quarter mile of which is taken up by the 196 room Four Seasons Resort. It has an 18 hole Robert Trent Jones golf course, tennis courts and swimming pools in addition to the ocean frontage. It is a combined Canadian, Japanese and French project and is the first major Japanese property investment in the Caribbean. Other accommodations are ten unique small inns, most of them converted 18th century sugar plantations with original stone buildings and windmill towers. They possess an easygoing ambiance and attract upscale visitors, many of whom return year after year. The Nevis government has rejected mass tourism as official policy and requires that all tourist development be of a high standard. The visitor attracted to Nevis usually appreciates the historical character of the island. The current population is approximately 11,000, about one-third of what it was when sugar was King and the value of exports from Nevis exceeded that of any single British colony in North America. Alexander Hamilton, a founding father of the United States and first Secretary of the U.S. Treasury, was born in Charlestown in His home has been reconstructed and the lower level houses a museum and the upper level the meeting chamber for the Nevis Island Assembly. Admiral Lord Nelson was stationed in Nevis and married Frances Nisbet of Nevis at Montpelier Plantation in The telecommunications system operated by Cable and Wireless of England is a state-of-the-art fiberoptic digital system. Any part of the world may be direct dialed from Nevis without difficulty. Nevis has connecting flights to Antigua for the USA and Britain; St. Kitts for the USA and Canada; and St. Martin for the USA, Holland and France. There is a daily ferry boat service to St. Kitts eleven miles distant.

4 SPECIAL FEATURES OF NEVIS LIMITED LIABILITY COMPANIES No taxes are levied on income of an LLC earned outside of Nevis. Members of an LLC may be individuals or business entities of any nationality or domicile. No annual or other reports by members are required to be filed in the public records of Nevis. The LLC s records may be located anywhere in the world. LLCs may amend their articles of organization, merge or consolidate with other domestic or foreign LLCs or other business entities. Foreign LLCs or other business entities may transfer their domicile to Nevis. LLCs may have limited life. LLC members may assign their interests to other parties unless otherwise restricted. Sole member LLCs are permitted. Management of the LLC may be by the members or by managers appointed by the members. Members are not liable for the obligations of the LLC. CONTENTS OF LLC ARTICLES OF ORGANIZATION The Standard LLC articles of organization will state the following: The name of the LLC which must contain the words Limited Liability Company or the abbreviation LLC or L.L.C.. A statement that the LLC is formed under the Nevis Limited Liability Company Ordinance The latest date on which the LLC is to dissolve (optional). The statutory Registered Agent s address in Nevis which will be Morning Star Holdings Limited. A statement whether the LLC is managed by managers exclusive of the members or by all of the members in their capacity as members. Any other provision not inconsistent with Nevis law which the organizers elect to appear in the articles of organization.

5 SCHEDULE OF FEES Filing Articles of Incorporation $880 (including Government filing fee of $220 and Certificate of Incorporation) Filing Articles of Organization LLC $650 (incudes Government Registration Fee of $220 and Certificate of Formation) Filing Articles of Amendment or Dissolution $305 Filing Certificate of Correction or Restated Articles of Incorporation $255 Filing Articles of Merger or Consolidation $605 Certificate of Good Standing $110 if requested when filing papers in Nevis $90 Certified copy of document from public records $105 if requested when filing papers in Nevis $90 Filing documents with the Registry $185 Name Reservation $75 Bearer Share Custody Service $250 Filing papers relating to Redomiciliation: application to transfer domicile $575 application for emergency transfer $1330 certificate of departure $455 Change of Registered Agent $125 Reinstatement of Involuntarily Dissolved Company $350 Apostille legalization: first document $55 each subsequent document $30 Company Search $75 Certificate of Incumbency $100 NBCO annual renewal fee (including Government Annual Fee of $220) $520 LLC annual renewal fee (including Government Annual Fee of $220) $470 GENERAL FEE INFORMATION NBCO and LLC fees are billed in advance and annually thereafter. Due to the nature of the service provided fees are not refundable. The above fee schedule includes government disbursements where applicable. Special service fees may be charged for work of a particularly onerous, time critical or exceptional nature. Fees are quoted and payable in U.S. dollars. Please see our website ( for our Terms of Business. 8.05

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