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Belize Company Formation

Belize Company Formation

A Belize International Business Company is formed under the 1990 Belize IBC Act and is considered one of the most modern and user friendly offshore jurisdictions available. A Belize IBC is an ideal corporate vehicle for international financial transactions as the regulations and processes have been designed with the offshore investor in mind. Belize’s laws facilitate fast and effective incorporation and are the ideal jurisdiction for small, start-up international businesses.

There are a number of benefits attached to incorporating a Belize IBC. These are listed below:

  • The time scale of incorporating a Belize IBC very quick taking approximately 3 business days to incorporate an offshore company (appostille of Belize company incorporation documents takes up to 3 working days which follows the incorporation of an offshore company in Belize)
  • Low cost company incorporation
  • Belize IBC’s offer a high degree of privacy. Belize will not disclose its banking or fiscal information to any foreign party. Client confidentiality is entrenched in business and corporate legislation. In terms of potential risk of information disclosure to foreign governments Belize is probably one of the securest and most confidential of offshore jurisdictions.
  • No tax at all except for annual government fees, which has to be paid on time to keep a Belize offshore company registered
  • Belize IBC’s are free from any reporting requirements including annual audits
  • No requirement for a company secretary
  • A bank account can be open for an offshore company in Belize without directors being present

LEGAL FORM

Belizean laws allow the following categories of business ownership: Private Limited Companies, Limited Liability Partnership, Limited Life Companies, Joint Ventures and Cooperatives, Partnership, Sole Proprietor, Public Investment Companies and Trusts. The most popular form used by international investors for registering Belize IBC is private limited company.

The IBC act prohibits Belize IBC from:

  • Carrying on business with persons residing in Belize;
  • Owning an interest in real property situated in Belize, except lease property for office purposes;
  • Carrying on banking business;
  • Carrying on insurance or reinsurance business;
  • Carrying on the business of providing registered agents/offices for companies.

 

Otherwise, a Belize IBC may engage in any activity that is not prohibited in Belize.
COMPANY NAME

Belize companies’ names must end with one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited.
MEMORANDUM AND ARTICLES OF ASSOCIATION

A company is incorporated in Belize by application submitted to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.
SHAREHOLDERS

A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
SHARE CAPITAL

There is no specific minimum capital requirement. The standard authorized share capital is US$ 50,000. The minimum issued capital may be one share of no par value or one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.
DIRECTORS

Belize IBC requires a minimum of one director and corporate directors are permitted. Details of the directors do not appear on the public file. There is no requirement to have resident directors.
REGISTERED OFFICE, LOCAL AGENT OR SECRETARY

Belizean companies must maintain a registered office and registered agent within Belize who may be a corporate body or an individual resident of Belize.
MEETINGS

The meetings of the directors and the shareholders need not be held in Belize; also there is no requirement for an Annual General Meeting. All meetings may be held outside Belize, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
INCORPORATION TIME

Usually it is 1 working day, but we need up to 10 working days for legalization of the documents and delivery by courier.

 

TAXATION

Belize International Business Companies are exempt from the Belize income tax, from tax on dividends, interest, royalties, compensations and other amounts paid by a company; also they are exempt from all the capital gains, estate, inheritance, succession or gift tax with respect to any shares, debt obligations or other securities of the Belize IBC.
AUDIT AND FINANCIAL RETURNS

Whilst there is no requirement to file audited financial statements or annual returns with local authorities, a Belize IBC is required to keep financial records, which should reflect the financial position of the company. As per the Accounting Records (Maintenance) Act (No. 18 of 2013), all IBC’s are required to maintain their accounting records. Unless such records are kept at the registered office of the Company, the director must notify the registered agent in writing of the place in which account records shall be kept (it may be in or outside Belize). Accounting records shall be maintained for a period of 5 years (from the completion of the transactions).

“Accounting records” include “financial statements; general and subsidiary ledgers; sales slips; contracts and invoices; and records and documentation relating to an entity’s assets and liabilities, all sums of money received and expended and the matters in respect of which the receipt and expenditure take place; all sales and purchases and all financial transactions”.