Type of Belize business company for international trade and investment

International Business Company (IBC)

Procedure to incorporate a Belize company

When you register a Belize company, the Registered Agent delivers the Memorandum of Association and Articles of Association to the Registry following the registration of a Belize company together with the appropriate fee.

Restrictions on trading for Belize companies

A Belize corporation cannot trade within Belize or own real estate there. When you set up a Belize company, it cannot undertake the business of banking, insurance, assurance or reinsurance.  However, the legislation does allow a Belize IBC to carry on the following activities within Belize:

* make or maintain deposits with local banks in Belize
* make or maintain professional contact with persons in Belize
 * prepare or maintain books and records within Belize
 * hold meetings of its directors or members within Belize
 * hold lease of property for use as an office in Belize
 * own a vessel (s) registered in Belize in accordance with the Registration of Merchant Ships Act, 1989
 * hold shares in other Belize business companies

Powers of a company in Belize

A Company that is registered in Belize has the same powers as a natural person.

Language of legislation and corporate documents

The legislation and corporate documents used for a Belize company incorporation are all in English.

Name restrictions for an IBC in Belize

When you form a Belize company, you may not use any name that has already been incorporated or one which is so similar as to cause confusion. Upon the registration of a Belize company, any name which in the opinion of the Registrar is considered undesirable, obscene or offensive may not be used. Nor can names such as ‘royal’ or ‘imperial‘ and any name which suggests the patronage of Belize Government be used for Belize company formation.

Language of names used for Belize company registration

The language used to incorporate a Belize company can be any language. Chinese is a very popular language used for incorporating a Belize company (in this case, Chinese documentation is used to form a Belize company).

Registered office required

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

Names requiring consent or a licence

When setting up a Belize company, Belize company names including the words 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 require a licence or consent.

Suffixes to denote a limited liability Belize company

When setting up a Belize company, the suffixes Limited, Corporation, Incorporation, Sociètè Anonyme, Sociedad Anónima, Aktiengesellschaft or the relevant abbreviations (Ltd., Corp., Inc., S.A., A.G.) may be used to indicate a limited liability company in Belize.

Authorised share capital

The normal authorised share capital of an IBC in Belize is US$ 50,000 divided into shares with or without par value. The share capital of a Belize company incorporation may be expressed in any currency. The minimum issued capital used to register a Belize company may be one share of no par value or one share of par value.

Classes of shares permitted

It is possible to register a Belize company using Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights. Nominee shareholders are permitted to be used to incorporate a Belize company.

Disclosure of beneficial ownership to authorities

No. Disclosure of the beneficial owner(s) is not required; share register may be inspected only by a shareholder.

Filing requirements

Only the Memorandum and Articles are required for public records.  The registration and deregistration of Registers of Directors, Members, and Mortgages and Charges are optional.

Taxation

A Belize IBC is exempt from…

* the payment of all forms of local taxation
* the payment of stamp duties for transactions in respect of its shares, debt obligations or other securities
* the payment of stamp duties with respect to all instruments relating in any way to its assets or activities

Double taxation agreements

Belize has double tax agreements with the United Kingdom, Sweden, Denmark and the countries of the Caribbean Community (CARICOM).

Legal protection of assets

Assets are protected from confiscation or expropriation orders or similar actions by foreign governments.

Government licence fees

Companies with an authorised capital up to US$ 50,000 pay the sum of US$ 100 per year.
Companies with a share capital over US$ 50,000 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.

Financial statements requirements

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.  No filing of annual returns is required.

Meetings

No annual meeting is required. Any and all meetings may be held outside of Belize and may be by telephone or other electronic means;

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 at the option of the Company a secretary may be appointed to facilitate signing obligations.

Shareholders

The minimum number of shareholders is one. Shareholders may be natural persons or bodies corporate and of any nationality.

Capital

No minimum capital is required for the creation of a Belize company. Shares may be issued with or without par value and in any currency as permitted by the Memorandum of Association and Articles of Association.

Bearer shares permitted

Yes. However, Bearer Shares are immobilised.

The Belize International Business Companies Act also provides for a possibility to configure an IBC with shares issued to a bearer (a bearer share company). While, in itself, bearer shares have usually represented the ultimate way of ensuring the anonymity of the owners of an offshore company, in this day and age, this method is somewhat limited by the law. 

The bearer share certificates of a Belize IBC may not be delivered into the hands of the respective shareholders. Instead, the bearer shares must remain and be held in custody by the Registered Agent in Belize, together with written information as to the identities of the actual owners of the bearer shares. 

This limitation removes the primary benefit of having a bearer share IBC - the free and fast transferability of shares. However, in terms of acting as an additional layer of confidentiality, the bearer shares of a Belize IBC are still an attractive option.

Bearer share IBCs have another serious disadvantage - most of the commercial banks worldwide (including most offshore banks) refuse to open accounts for bearer-share companies. For various reasons, it is a known fact that bearer-share IBCs are widely viewed with suspicion in a variety of transactions and circumstances. In this respect, having an IBC with registered shares held by a nominee shareholder is a less controversial option.

As you can see, it is possible to register a company with bearer shares in this jurisdiction, but this still does not provide anonymity so that is why nominee shareholders are recommended instead.