Offshore incorporation in Belize

The government of Belize is fully committed to the ongoing development of Belize as a leading offshore jurisdiction. Through regular consultations with the private sector, the government ensures that its policies and legislation continue to meet the needs and interests of the international financial community in an environment which engenders trust and confidence.

The Belize International Business Company (IBC) is the most popular form of offshore corporate structure. An IBC is formed under the International Business Companies Act Chapter 270 of the Laws of Belize, Revised Edition 2000 and is a tax free and exchange control free private limited company having its profit-earning activities conducted outside Belize. However, Belize’s legislation also allows an IBC to carry on a number of activities within Belize. Belize offshore companies are used for a variety of tax planning and international investment purposes.

Language

The official and spoken language is English.

Currency

The Belize Dollar (BZ$).

Exchange control

Offshore activities are exempted from exchange control.

Type of law

Common Law. Based on English Company Law.

Principal legislation

  • International Business Companies Act, 1990.
  • International Business Companies (Amendment) Act, 1995.
  • Limited Life Companies Act, 1999.

Company information

  • Type of Company for International Trade and Investment.
  • International Business Company (IBC).
  • Procedure to Incorporate.
  • Registered Agent delivers the Memorandum of Association and Articles of Association to the Registry together with the appropriate fee.

Powers of company

A Company incorporated in Belize has the same powers as a natural person.

Language of legislation and corporate documents

English.

Shelf companies available

Yes.

Time to incorporate

One day.

Name restrictions

Any name that has already been incorporated or is so similar as to cause confusion. Any name which in the opinion of the Registrar is considered undesirable, obscene or offensive. Names such as royal or imperial and any name which suggests the patronage of Belize Government.

Language of name

A Belize IBC can be incorporated using any language. Chinese language incorporations with Chinese documentation are very popular.

Registered office required

Yes, must be maintained in Belize at the address of a licensed management company.

Names requiring consent or license

Bank, building society, savings, loans, insurance, assurance, reinsurance, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries.

Suffixes to denote Limited Liability

Limited, Corporation, Incorporation, Société Anonyme, Sociedad Anónima, Gesellschaft mit beschränkter Haftung or the relevant abbreviations.

Compliance

Authorised and issued share capital

The normal authorised share capital is US$ 50,000 divided in to shares with or without par value. The share capital may be expressed in any currency. The minimum issued capital may be one share of no-par value or one share of par value.

Classes of shares permitted

Registered shares of no-par value, preference shares, redeemable shares and shares with or without voting rights.

Abolition of Bearer Shares

Belize has amended its International Business Companies Act. These changes were to maintain its financial services industry in the increasingly regulated international market & meet the OECD white list requirements.

The Belize IBC Amendment Act 2017 includes the abolition of Bearer Shares.

This amendment establishes the prohibition of the issuance and transferal of bearer shares. Going forward, any company that has bearer shares issued will have to be converted into registered shares and cancel all bearer share certificates. Any bearer shares which have not been converted or cancelled within the period will be cancelled.

Taxation

An International Business Company does not pay any tax on its world-wide profits to Belize authorities.

Double taxation agreement

Belize is not a party to any double tax agreements.

Licenses fees

  • Companies with an authorised capital up to US$ 50,000 pay the sum of US$ 200 per year.
  • Companies with a share capital over US$ 50,001 pay the sum of US$ 1,000 per year.
  • Companies, which have some or all of their shares with no par value, pay the sum of US$ 350 per year.

Directors

The minimum number of directors is one. Directors may be natural persons or bodies corporate. They can be of any nationality and need not be Belize resident.

Company secretary

A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations.

Financial statement required

Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records that reflect the financial position of a company.

Obligatory register of Directors

The Belize IBC Amendment Act 2017includes the notable changes for companies in Belize:

  • Having an obligatory Register of Beneficial Owners.
  • Having an obligatory Register of Directors.

Even though additional client information is required, this can be kept at the registered company office address. This change will also have relatively little effect on most companies. It is now a legal requirement to keep a Register of Directors and maintain a copy of the Register at the Registered Office.

All companies will be required to produce a Register of Directors and a Register of Beneficial Owners, both to be kept at the registered office in Belize and upon a request made by the competent authority, the registered agent must produce the requested registers within 24 hours of a request. The changes apply immediately on all new Belize incorporations, but existing companies have a 12-month grace period to comply with these new provisions of the law.

Obligatory register of Beneficial Owners

The requirement going forward will be to have BO information stored at the Registered Office of the company. There is no requirement that it be filed with the government at the Companies Registry however it is required in addition to the Register of Members (Shareholders).

Historical information is not required; companies only need to disclose the current Beneficial Owners of a company.

The law stipulates that the Directors of the company must keep the information contained in the Register of Beneficial Owners up to date and accurate. This can be submitted in electronic form or any other method as approved by the Board.

Penalties

The existing Belize companies, meaning companies registered prior to the commencement of this Act, will have One year (up to the 1stof July 2018) to file its register of Directors and Beneficial Owners with the registered office.

A company that contravenes the requirement to produce the register of Directors will likely pay a penalty of USD $25 for each day of delay, and USD $500 per day of delay for the register of Beneficial Owners. To avoid such penalties, it is recommended to complete the Registers as soon as possible.

Shareholders

  • There is no Belize residency requirement. Shares could be issued to any individual or company.
  • A minimum of one shareholder is required. Just one share for US$1.00 could be issued to that shareholder.
  • Nominee shareholder services are available.

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