Offshore Company Formation in Belize

Services	GOLD 1.320 USD	PLATINUM 1.870 USD
Company registration including government fees	✔︎	✔︎
Registered address for 1 year	✔︎	✔︎
Apostille	✔︎	✔︎
Company seal	✔︎	✔︎
Share certificate	✔︎	✔︎
Courier services	✔︎	✔︎
Provision of professional shareholder for 1 year		✔︎
Provision of professional director for 1 year		✔︎
Total cost	1.320 USD	1.870 USD
Annual renewal fee	830 USD	1.420 USD

Why choose us for your Belize offshore company formation?

• fast and efficient service, no unnecessary delays
• best competitive prices – lower incorporation cost and subsequent maintenance fees
• quick status updates on orders
• professional service – we are a group of companies with over 20 years of experience in the company formation industry
• comprehensive, all-in-one service – with 187 employees working in 6 offices worldwide not only do you get Belize company registration, but also legal and tax advice, bookkeeping and audit, immigration and second citizenship, translation and other international business services

Why open a company in Belize?

Here are just a few reasons why businessmen and entrepreneurs may want to register a company in Belize for their international business:

• No legal restrictions on the residence of people who own (shareholders) or manage (directors) a Belize company
• No minimum share capital: a Belize company can only issue and pay up one share
• No corporate tax (if your company does not receive any profit in Belize)
• No statutory requirement to file financial statements or tax returns (if your company does not receive any profit in Belize)
• You can buy a Belize shelf (ready-made) company when you do not have time to incorporate a new company in Belize. Paperwork can be completed in just a few hours, subject to approval from compliance department
• Dividends can be declared at any time, provided that the company meets the solvency test
• Mergers and acquisitions: Belize companies are allowed to merge with Belize or foreign companies, and the surviving company may be located either in Belize, or in a foreign country
• Redomiciliation: Belize companies can continue in another jurisdiction which allows re-domiciliation

Belize IBC incorporation

Belize IBC vs. Belize LLC

Although Belize offers a variety of business organization forms, a Belize IBC (International Business Company) is by far the most popular. It should be distinguished from a Belize LLC (Limited Liability Company): an LLC has a different ownership and management structure and all its profits and losses must be allocated to its members within a single fiscal year, whereas an IBC can “retain” its earnings from year to year. Overall, Belize IBC formation is much more common for a non-resident operational business.

Statutory requirements

Every Belize IBC must have a local registered office and a registered agent.

The company is required to have at least one director and one shareholder, whether individual or corporate, resident or not.

There is no minimum share capital. IBCs with the authorized share capital of more than $50,000 pay a higher government fee. Bearer share shave recently been prohibited.

Register of Directors

The International Business Companies (Amendment) Act 2017 imposed on IBCs the requirement to keep a register of directors and determined what information it must contain in the cases of individual and corporate directors. It is true that many companies chose to have such register even before the enactment, but the amended Act disposed with the optionality and made it an obligation.

A register of directors can be kept electronically, with a copy necessarily provided to the registered agent and kept at the registered office. A register of directors is NOT public.

Register of Beneficial Owners

The International Business Companies (Amendment) Act 2017 also imposed on IBCs the requirement to keep a register of beneficial owners, which must contain accurate and up-to-date information on the companies’ beneficial ownership.

A beneficial owner is defined as a natural person who ultimately owns or controls a customer, on whose behalf a transaction is being conducted, or who exercises ultimate effective control over a legal person or arrangement. The International Financial Services Commission, the Belize corporate regulator, has determined the “ultimately ownership or control” in terms of figures – 10% or more of the entity’s shares, ownership interest or voting rights. The time allowed for a person becoming a beneficial owner of the company to inform that company (effectively its registered agent) accordingly is 30 days.

It is important to note that the register of beneficial owners should be kept at the registered office in Belize, but it is NOT public.

Statutory Instrument No. 62 of 2018 was later passed to also introduce a Declaration of Beneficial Owners (Form A) stating who the beneficial owners of the company are – this is a document that the company’s directors have to sign and submit to the registered agent in addition to the register of beneficial owners.

Accounting Records

With the coming into effect of the Accounting Records (Maintenance) Act 2013, every Belize company is now required to keep its accounting records. Accounting records include financial statements; general and subsidiary ledgers; sales slips; contracts and invoices; and records and documentation relating to: the company’s assets and liabilities, incoming payments and expenses, sales and purchases, and financial transactions.

Accounting records can be kept at the registered office or at any other physical address within or outside Belize chosen by the company’s directors for that purpose. If they are kept outside Belize, the registered agent must be informed of the location’s address and of its change within 14 days. Accounting records must be retained for at least 5 years from the closure of an account, or the end of a transaction, or the termination of a business relationship.

Online Register of Companies

Unlike many classic offshore jurisdictions, Belize has an online register of companies. The information you can get access to is, of course, very limited, most of the important data such as details of directors and shareholders, or share capital, being kept privately. But at least you will be able to see:

• company name (to check whether a company is indeed on the register);
• company number; and
• company status: active/inactive.

Nominees for a Belize IBC

We do not only incorporate Belize IBCs, we provide nominee directors and nominee shareholders for them. It should be noted that to avoid the risk of being treated as tax resident due to the locally exercised “management and control”, offshore companies almost never have resident directors or shareholders. Belize is no exception.

A nominee shareholder effectively holds the shares in trust for the client, agreeing to act upon his legitimate instructions. This trust relationship is created by the nominee shareholder issuing a declaration of trust, or by both the nominee shareholder and the beneficial owner signing a bilateral document – deed of trust.

A nominee director would issue a Nominee Director’s Declaration stating that he only acts on instructions of the client and not of his own free will, and would often issue a power of attorney (general or special) to the client, thus transferring to him most or some of the management powers. This way the nominee director’s name will appear on the register of directors, but the day-to-day operations will be ceded to the client. It is also not uncommon for a nominee director to sign all the operational documentation such as contracts, corporate resolutions, invoices etc, if the client so wishes, in which case the director may want to understand the essence of the transaction.

Provision of nominee services is a licensed and regulated business. And the growing compliance requirements may make the nominees review the documents and business transactions of their clients rather carefully.

New Incorporations vs. Shelf Companies

A new Belize incorporation takes around two weeks on average. It can be a bit shorter or a bit longer, depending on your purposes and the documents you wish to get. If you are happy with the standard documents but would like your company to have a certain name of your choice, incorporation will not take long. If, say, you want to substantially amend the text of the standard M&AA (Memorandum and Articles of Association), it will take longer because amendments should first be checked by a local lawyer for their compliance with the IBC Act.

Buying a shelf (ready-made) company in Belize is a good alternative for those who need to make a quick start and begin business operations immediately. You can receive the corporate documents within 1 day, provided that no personal changes to the company documents are required. All you need to do is to choose a name from the list of available shelf companies and provide your details required for compliance with Belize corporate and anti-money laundering legislation.

Economic Substance (Physical Presence)

In the recent years the laws of many countries have been substantially amended in an effort to increase transparency of international business and close down on tax evasion and treaty shopping. Key offshore jurisdictions, such as BVI, Belize and Caymans, were particularly affected by the coming into force of the economic substance legislation. The term used in Belize is the “physical presence” requirement.

The International Business Companies (Amendment) Act, 2018 came into force on 1 January 2019. Under this new Act, all Belize IBCs are equated to local resident (domestic) companies and can now do whatever domestic companies are allowed to do: conduct business in Belize and with Belizean residents, own local land or property, open bank accounts in Belize dollars etc.

Basically, now IBCs will need to choose, whether to be a Belize resident or not.

If a company chooses to be non-resident, i.e. not conduct business in Belize or receive income from sources in this jurisdiction, it must provide proof that it pays tax elsewhere. It is expressly stated that an IBC does not become a resident simply by the fact of holding deposits in Belize; maintaining contact with local professionals such as lawyers, accountants, administration companies, or investment advisers; or by keeping its books and records in Belize.

If a company chooses to be resident, it must:

• pay income tax on any profit from a source in Belize, i.e. only in the cases where it carries on business in Belize – territorial principle of taxation;
• file an Annual Tax Return;
• pay stamp duty (upon sale and transfer of property; transactions in respect of the shares or other securities of the company; in relation to assets or activities of the company).

If a company has income from sources in Belize, it can obtain a local tax number – Belize Tax ID.

In terms of banking, a resident IBC can have USD accounts at local banks and at foreign or international banks located in Belize; can apply to the Central Bank of Belize for permission to open a foreign currency account at a Belizean bank; has to submit to the Central Bank of Belize monthly reports of all transactions in its USD accounts and of all sales and purchases; and is subject to the Exchange Control Regulations Act.

Physical Presence
The International Business Companies (Amendment) Act, 2018 added a whole new chapter on Physical Presence, making it obligatory for companies to be physically present in Belize if they do any business licensed under the International Financial Services Commission Act.

Physical presence includes:

(a) employment (whether directly or indirectly) of sufficient and adequate number of suitably qualified staff; and
(b) expenses adequate to the size and complexity of business; and
(c) control and management exercised from Belize, in particular if the company:

1. (a) employment (whether directly or indirectly) of sufficient and adequate number of suitably qualified staff; and
2. (b) expenses adequate to the size and complexity of business; and
3. (c) control and management exercised from Belize, in particular if the company:

• engages at least 2 directors resident in Belize for the purpose of holding, acquiring and disposing of assets; managing the business; making banking and financial arrangements; instructing lawyers, accountants and other advisors; distributing income and dividends;
• holds its board meetings in Belize
• states in its M&AA that disputes arising out of or in connection with the company’s activity shall be settled pursuant the Arbitration Act

A company that carries on any other (non-licensed) business may choose to be physically present in Belize. But once it has complied with the physical presence requirement, a company will have to stay compliant for a period of at least five years.

General information

General information

Corporate info

Shares and share capital

Taxes

Accounts

International law relations

Tax treaties