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Belize IBC - Factsheet: general details

Belize Country Profile ] [ Factsheet Belize ] Annual Renewal ] Public Holidays ]

legislative source | public information | private information | incorporation | taxes and duties | advantages & disadvantages

Legislative Source

International Business Companies Act (Chapter 270) - Revised 2000

Public Information

Status:

Corporations are registered at the office of the Registrar of International Business Companies, as a legal entity. 

Available: All information contained in the Memorandum and Articles of Association, which are filed at the Registrar's Office (as well as any amendments thereto) are available to the Public.  This includes all of the details indicated below. 
Name:

The name must include a word or ending which indicates that it is a Corporation, such as Ltd., Inc., Corp., S.A. or AG (Limited, Incorporated, Corporation, Society Anonyme, Sociedad Anónima, Aktiengesellschaft). 

It may be in any language, but must be in the Latin Alphabet.  However, it is also permitted to include the translation (in any other script, of the name in another language). 

Authorised Capital:

This is the aggregate of the par value of all shares with par value that the company is authorised to issue, and the amount (if applicable) of the shares of no par value.  The shares may be issued in any currency.   

Shares may be issued in classes and/or series, with such designations, powers, preferences and rights, qualifications, limitations or restrictions as may be established in the M&AA. 

Subscribers:

The Articles of Incorporation should be subscribed to by a person in Belize, and witnessed by another person. This subscription right to shares may be transferred after incorporation.   

Registered Agent: The Corporation must have a Registered Agent, which must be a licensed company in Belize, authorised to act as such.
Registered Office: The company may have its office anywhere in Belize.    

Private Information

Shareholders:

After the subscribers have transferred their subscription rights (or not, as the case may be), the shares of the company are issued by resolution of the Board of Directors.  The shares may be issued to any person (natural or legal).

Bearer or Registered Shares

It is possible for a Belize IBC to issue registered or bearer shares.  Registered shares are those which are issued to a specific person (i.e. Tom Jones), whereas bearer shares are simply issued to "the bearer", similar to how a dollar bill is issued. 

Please note, however, that Bearer Shares issued for a Belize Company must be held by the Registered Agent or by a Professional Intermediary who performs his "know your client" due diligence with the end user client.  See The Belize Code of Conduct for more information. 

Board of Directors

The names and addresses of the members of the Board of Directors is not available publicly.  It may be registered in the Register of Directors of the Company, but these are held privately (and are optional). 

Composition of the Board:

The Board of Directors may be composed of natural or legal persons.  The number of directors shall be fixed by the Articles, which may be amended to change the number of directors. 

Officers: The directors, by resolution, may appoint officers of the company. There is no specific requirement to appoint officers. 
Articles The Company Articles are available as a public document, since these are registered along with the Memorandum of Association. 
Minutes: All minutes from meetings are privately held by the Shareholders or Directors, and do not need to be filed at the Registrar's office, unless the Minutes include some amendment to the M&AA, in which case an extract of the relevant part of the amendment must be filed. 
Records: All financial records and other corporate books are completely private. 

Establishment

Time: A corporation takes approximately 1-2 days to establish through the Companies Registrar. 
Shelf Companies: It is possible to establish and hold shelf corporations, but the board of directors will be Koru's nominee directors, rather than directors appointed by the client.  These can be changed through a simple resolution of the existing Board members. 
Tax Registration: Tax registration in Belize is not required.   
Seal: A Company incorporated in Belize must have a common seal, and an imprint thereof must be kept at the registered office of the company. 
Travel to Belize: It is not necessary to travel to Belize in order to establish a Belize IBC.  But clients are required to provide full due diligence as well as fill in an application form. 

Taxes & Duty

Capital Duty: There is no Capital Duty payable on the IBC, although annual renewal fees are charged according to the capital of the company.  See the Belize IBC Revised Companies Act for more information. 
ARF: Every year the Corporation must pay the Annual Renewal Fees, before July 31st. 
Tax Returns: Belize IBCs are not required to file annual tax returns, but they are required to meet the restrictions with respect to trade and doing business. 

Advantages & Disadvantages

Beneficial Owners:

Any person (natural or legal, minor or of legal age) may be a beneficial owner of a Corporation, even if they are a minor.  It is also possible to issue the shares of the Company to a Foundation or Trust, or to another corporation. 

Perpetuity: It is possible to establish a Corporation with no end date, so that it is perpetual.
Liability: Limited liability - according to the Authorised and Issued Capital of the corporation.  If the company has only issued $10,000.00 of shares, the liability of the shareholders is only to have paid in this $10,000.00. The shareholders are therefore only liable for unpaid capital
Business Purpose: A company incorporated in Belize may have any object or purpose not prohibited under the IBC Act or under any other law for the time being in force in Belize.

For more information regarding Belize IBCs and our services, please contact us

Belize Country Profile ] [ Factsheet Belize ] Annual Renewal ] Public Holidays ]

Last modified 17-Oct-2007 19:41 -0400

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Last edited: 04-Oct-2008

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