Belize (formerly known as British Honduras) is an independent democratic Commonwealth country located on the Caribbean seaboard of Central America. Since independence from Britain in 1981, it has enjoyed a stable and democratic Government. The cabinet, under the leadership of the Prime Minister, directs the policy of the Government which consists of the Prime Minister and Ministers chosen by him from an elected House of Representatives and an appointed Senate. Although there are fairly high rates of tax for resident persons and companies in Belize, it now offers tax-free International Business Companies (IBCs) by virtue of the International Business Companies Act 1990. This legislation is modelled on the earlier British Virgin Islands legislation and as the annual Government fees are relatively economical when comparing with other jurisdictions, such as British Virgin Islands. Belize is likely to become an important offshore corporate domicile.

(1)     Company Information

(a)      Type of Company for International Trade and Investment

The company type is called International Business Company or know as its abbreviation IBC.

(b)      Procedure to Incorporate

Registered Agent delivers the Memorandum of Association and Articles of Association to the Registry together with an appropriate fee for setting up.

(c)      Restrictions on Trading

An IBC cannot trade within Belize or own real estate there, nor undertake the business of banking, insurance, assurance or reinsurance.

 

(d)      Powers of Company

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

(e)      Language of Legislation and Corporate Documents

The official language of Belize is English. That said, the Legislation and the Corporate Document are in English.

(f)       Shelf Companies Availability

Shelf companies are available in Belize.

(g)      Time Required for Incorporation

In general, it shall take around 1-3 working days. The time stated may vary subject to the situation of the Registrar of Belize.

(h)      Registered Office Requirement

Registered Office must be maintained in Belize at the address of a licensed management company.

(i)       Name Restrictions

Company Name that meets any of the followings will be restricted:

(i)	Any name that has already been incorporated or is so similar as to cause confusion.
(ii)	Any name which in the opinion of the Registrar is considered undesirable, obscene or offensive.
(iii)	Names such as “royal” or “imperial” and any name which suggests the patronage of Belize Government.
(j)	Language of Name

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

 

(k)      Names Requiring Consent or Licence

The following wordings will required consent or special license from Belize: “bank”, “building society”, “savings”, “loans”, “insurance”, “assurance”, “reinsurance”, “trust”, “trustees”, “Chamber of Commerce”, “university”, “municipal” or wordings that may suggest association with the banking or insurance industries in other languages.

(l)       Suffixes to Denote Limited Liability

“Limited”, “Corporation”, “Incorporation”, “Société Anonyme”, “Sociedad Anónima”, “Aktiengesellschaft” or the relevant abbreviations.  

(m)      Disclosure of Beneficial Ownership to Authorities

There is no requirement for disclosure of Beneficial Owner at the moment.

(2)      Compliance

(a)      Authorised 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.

(b)      Classes of Shares

There are different types of shares are permitted, namely registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

(c)      Bearer Shares

Pursuant to International Business Companies (Amendment) Act, 2017, Bearer Shares are prohibited.

(d)     Taxation

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

 

(e)      Shareholders

The company must have at least one shareholder. The shareholder can be a corporation or a natural person. There is no restriction on the nationality of the shareholder. A Register of Shareholders must be kept at the registered office address of the company in Belize.

(f)      Directors

Same as the requirement for shareholder, the minimum number of director is one. Corporate directors are permitted. In addition, there is no restrictions on the nationality of the directors. Unlike some jurisdiction, the details of the directors do not appear on the public file.

(g)      Annual Reporting

No annual return or accounts need be filed for an IBC. It should be noted that penalty fees of up to 50% of the annual Government fee will be incurred if the licence fee is not settled timely.