Registration of Offshore Companies in Belize citizens

Belize is an independent country in Central America that gained prominence in the 1990s thanks to the development of offshore company registration services. The flexibility of the country’s corporate legislation, along with the moderate cost of establishing and maintaining companies in Belize, creates favorable conditions for conducting international business. Companies in this country have become popular as suppliers of goods and services, participants in investment and financial transactions, and owners of bank accounts, foreign real estate, or other assets.

In addition to attractive corporate legislation, Belize also boasts a strong banking sector. This makes companies registered in other jurisdictions set up corporate bank accounts in the country. For example, a company can be registered in Nevis and have a bank account in Belize. If you would like more information about this opportunity, you can explore this website.

Necessary Information for Company Registration in Belize

The standard document package for company registration includes the following documents:

1. Certificate of incorporation
2. Memorandum and Articles of Incorporation
3. Appointment of First Director
4. Apostilled Set of Corporate Documents
5. Director Resolution to Issue Shares
6. Director’s Decision on Document Storage Address
7. Director Consent Letter
8. Director’s Resignation Statement with an open date (if a nominee director service is provided)
9. Blank Director Resolution to Appoint New Director with an open date (if a nominee director service is provided)
10. Register of Directors
11. Register of Members
12. Share Certificate
13. Agreement for the Provision of Director Services (if a nominee director service is provided)
14. Declaration of Trust (if a nominee shareholder service is provided)
15. Power of Attorney

The charter capital of an IBC is declared, and there are no mandatory payment requirements. The minimum charter capital amount is not set; however, it affects the annual fee.

Shares can be paid with cash, services, liabilities (promissory notes), movable and immovable property, or intellectual property.

Any company that has issued bearer shares must convert those shares into registered shares and cancel all bearer share certificates if they exist. After July 1, 2018, any bearer shares that have not been converted or canceled become invalid.

Annual Government Fee

The annual fee depends on the size of the declared charter capital of the company:

• Companies with a charter capital of up to 50,000 shares pay $150 USD per year.
• Companies with a charter capital of more than 50,000 shares pay $1,000 USD per year.

If the fee is not paid by the due date, a penalty of up to 50% of the annual fee is imposed.

Permitted Activities

Any lawful activity that is not prohibited by law. A special license is required for banking, insurance, trust services, and reinsurance.

According to amendments to the Belize International Business Companies Act in 2018, Belizean international business companies are now permitted to conduct activities with Belizean residents, own property in Belize, and hold shares in local companies. Furthermore, beneficial owners of companies can now be Belizean citizens.

Taxation of IBCs

Belizean international business companies are exempt from most taxes and duties, except for the annual registration fee and income tax. The applicable tax rate corresponds to the tariff grid established by the Tax Act and depends on the type of activity conducted by the company.

Company Formation

Personal presence of owners is not required for company registration in Belize. The Registered Agent submits the Memorandum of Association and Articles of Association to the Registrar and pays the corresponding fee.

Documentation Requirements for IBC Registration

The Memorandum of Association, Articles of Association, as well as the name of the registered agent and the address of the registered office, must be submitted to the registering authority.

Directors

The minimum number is one individual or legal entity. No residency requirements are established.

Appointment/Removal of Directors

The initial director is appointed by the founder (the registered agent in Belize). Subsequently, the authority to appoint directors belongs to the general meeting of shareholders; however, this authority may be delegated to the board of directors in the Articles. The authority to remove directors belongs to either the general meeting of shareholders or the board of directors, depending on the provisions of the Articles.

Powers of Directors

These are determined by the Articles of the IBC. If not all rights are distributed among directors and shareholders in the Articles, then all undistributed rights are considered to belong to the directors.

Typically, directors have the right to call a general meeting of shareholders; however, if shareholders holding more than 50% of the voting shares make a written decision to convene a general meeting, the directors are obligated to do so.

Directors may, at their discretion, issue and distribute shares, appoint other directors, and even make changes to the IBC’s founding documents (if permitted by the Articles). However, their powers can be restricted in the Articles.

Requirements for Meetings of Directors and Shareholders

These must be held annually. No additional requirements are established.

Secretary of the IBC

No specific requirements are established. In practice, one secretary is most often appointed.

Registered Office

Must be located in Belize.

Registered Agent

Mandatory.

Documents Stored at the Registered Office

There is an obligation to maintain and store the register of directors and the register of beneficial owners at the registered office in Belize.

It’s important to note that the registers of directors and beneficial owners are not publicly accessible. However, access must be provided to competent authorities in Belize within 24 hours of receiving a request from the company. Additionally, the company must have documentary evidence of the accuracy of the data in the registers.

On October 9, 2013, the Belize government made several amendments to the legislation, one of which pertains to the obligation to retain accounting documents.

Information and Documents Available to Third Parties

Documents:

• Articles of Association
• Memorandum of Association

Information about:

• Registered office
• Registered agent

Economic Presence

Since March 2019, it has been legislated in Belize that all companies, except holding companies, must establish “economic presence.”

Holding companies, as defined in the law, are:

• Companies engaged in acquiring and holding shares and stakes in other companies.
• Companies that receive income solely in the form of dividends and capital gains from such ownership.
• Companies not engaged in any other commercial activity.

To comply with the new legislative requirement, it is necessary to:

• Have a sufficient number of qualified employees suitable for conducting one of the activities specified by law (there are no requirements for a minimum number of employees or for employees to reside in Belize).
• Incur expenses that correspond to the nature and characteristics of its business activities.
• Have the managing and controlling body of the IBC located in Belize. For IBCs, at least two directors who are residents of Belize must be present, and board meetings must take place in Belize.
• Ensure that the company’s financial documentation is stored in Belize and, if necessary, provide it to Belizean authorities.
• Directly or indirectly use premises and equipment located in Belize for the company’s operations.

Currently, no deadlines have been established for international companies to comply with the physical presence requirements.