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Belize

GENERAL INFORMATION

Belize is located at the northeastern coast of Central America, southeast of Mexico, and encompasses the world’s second-largest barrier reef along the coast for 386 kilometers, also including a surprising number of lagoons. 

It has an approximate population of 419,199. 

The country achieved independence in 1981 and remains an active member of the British Commonwealth of Nations.

Belize is a Parliamentary Constitutional Monarchy type of democracy and is considered very politically stable.

Legislation is based on English Common law.

English is the official language, but Spanish is also spoken.

The local currency is the Belize dollar which is tied to the US dollar at a fixed exchange rate of BZ$2.00 = US$1.00.

There are no exchange controls on IBCs as they are treated as non-residents for exchange control purposes.

The Government of Belize is committed to sustaining the growth and development of the international financial services sector.

Highlights of Belize international business companies

  • Creation status, and business of IBCs are governed by the International Business Companies Act, 1990 (as amended 2019) which is based on the already successful British Virgin Islands model.
  • A Belize IBC has many advantages, starting from the incorporation process which is simple and expeditious. 
  • Language requirements are flexible; Chinese characters are allowed and both Chinese and English names must be recorded at the Registry. 
  • The Articles of Association can be adapted to the needs of the company. 
  • Also, IBC’s may migrate into and out of Belize depending on the company’s planning needs.  Incorporation can be completed within two days, although a further five working days are required for the release of the documentation from the registry. 

Confidentiality

Details of the directors, shareholders or beneficial owners are not visible to the general public and are not available to unauthorized access.

Corporate Requirements

Name: The Registrar may require an English translation of names that come in other languages, to ensure that it is not on the list of restricted names.

The name of an IBC shall be registered in Roman script, but a company may elect to register as an alternative name an accurate translation of the name registered in Roman script, and which name may be expressed in any script.

The word “Limited”, “Corporation”, “Incorporated”, “Society Anonyme” or “Sociedad Anonima” or “Aktiengesellschaft” or the abbreviation “Ltd.”, “Corp.” “Inc.” or “S.A.” or “A.S.” or “A.G.”, must be part of the name of every company incorporated, but a company may use and may be legally designated by either the full or the abbreviated form.

Any name of a company that has already been incorporated or that is so similar as to cause confusion, is prohibited.

Any name considered to be undesirable, obscene or offensive is also disallowed.

Names suggesting Royal Patronages such as “royal” or “Imperial”, or any name suggesting the patronage of the Belize government is also prohibited.

Certain names require special consent or a license, for example, “Bank”, “Building Society”, “Savings”, “Loans”, “Insurance”, “Assurance”, “Re-Insurance”, “Fund Management”, “Investment Fund”, “Trust”, “Trustees”, “Chamber of Commerce”, “University”, “Municipal” or their foreign language equivalents or any name in English or a foreign language that may suggest an association with the banking or insurance industry in general.

Subscribers:  The Articles must be subscribed by a person in the presence of another person who must sign his name as a witness.

Capital / Shares:  Share capital may be expressed in any currency. 

The standard authorized share capital is US$50,000.00. 

Shares with or without par value are permitted.

The minimum issued share capital is one share of no-par value or one share of par value.

Bearer shares are not permitted.

Directors / Officers: IBCs must have a minimum of one (1) director who may be a natural person or corporate body.

Directors can be of any nationality and need not be residents in Belize.

A company secretary is not a requirement under the Act.

An updated register of directors should be kept at the registered office of the company.

Register of Members/Shareholders: The minimum number of shareholders is one (1).

A copy of the share register, commencing from the date of the registration of the company, shall be kept at the registered office of the company or at the office of the registered agent.

IBCs are not required to file details of shareholders, directors or accounts.

A company shall not issue bearer share, convert registered shares to bearer shares nor exchange registered shares for bearer shares, and every company who contravenes this provision commits an offense and shall be liable on summary conviction to a fine of $5,000.00 for each day of such failure to comply.

The minimum number of shareholders is one (1).

Register of Beneficial Owners: ARegister of Beneficial Owners must be kept at the registered office.

Currently there is no filing obligation and General Beneficial Owners Registry.

Information must be produced within 24 hours upon request of the competent authority.

Registered Office / Agent: IBCs must have a licensed registered agent and a registered office in Belize. 

The registered office must be at the address of the registered agent.

Books, Records and Seal: All Belize IBCs must keep accounting records which allow determining the financial status of the company with reasonable accuracy.

Taxation

IBCs enjoy exemption from all local taxation including stamp duty unless the company owns property in Belize or has physical presence on it. 

Annual Licence Fees

License fees are payable by January, 1st of the year following incorporation and then annually at the same date.

Companies with an authorized capital of up to US$50,000.00 pay a fixed annual license fee of $150.00 per year.

Companies with a share capital starting from $50,001.00, pay the amount of $1,000.00 per year.

Companies with an authorized capital made up, wholly or partially, by shares of no-par value, pay the amount of $350 per year.

Country by country reporting: On 24 January, 2020, Belize introduced Country-by-Country Reporting by way of the Mutual Administrative Assistance in Tax Matters (Amendment) Act, 2020 (MAATM Act) and also enacted the corresponding Mutual Administrative Assistance in Tax Matters (Automatic Exchange of Country-by-Country Reports) Regulations, 2020 (Regulations) facilitating the Automatic Exchange of Country-By-Country Reports.

As a result, Multinational Enterprises (MNE) with consolidated group revenue of US$850 million or more (or its equivalent in any other currency) that have an ultimate parent entity resident in Belize must file a report within twelve months after its tax year ending December 2019 and for every subsequent reporting, within twelve months of the end of the financial year with the Belize Tax Services (BTS).

Economic Substance: The Economic Substance Act, 2019 (ES Act) in Belize was enacted on October 12, 2019 and came into force on January 1, 2019.

The ES Act applies to legal entities which are incorporated or continued under the International Business Companies Act (Chapter 270) – i.e. IBCs. 

This legislation was introduced to address the concerns expressed by the Council of the European Union (EU) with respect to the absence of economic substance requirements for companies doing business in and through Belize.

The enactment of this legislation reinforces Belize’s commitment to meet the international requirements on tax transparency.

IBCs that carry on any of the Relevant Activities described below, must comply with the ES Act requirements and will have to report their status in the Economic Substance regimen on an annual basis through their Registered Agent to the competent authority, to wit: the Belize International Financial Services Commission (IFSC).  The Relevant Activities are:

Banking businessDistribution and service centre businessHeadquarters business
Finance and leasing businessFund management businessInsurance business
Shipping businessHolding company business (as a holding company, engaged, or where one or more of its subsidiaries is engaged in one of the activities listed above.)

In order to comply with ES Act reporting, the IBC must first obtain a Tax Identification Number (TIN) from the Belize Tax Services, which does not necessarily mean that the IBC is or will be liable for tax in Belize.

Cases of IBCs that do not carry on any of the relevant activities in Belize, or IBCs that are tax resident in a jurisdiction other than Belize (that is not included in the EU list of non-cooperative jurisdictions) they will not fall within the Economic Substance requirements’ scope.

Intellectual Property: According to the International Business Companies (Intellectual Property Asset Prohibition)

Regulations, 2019 and related legislation; IBCs incorporated on or after 17 October 2017 shall not acquire, hold, own or deal with any Intellectual Property Asset.

The International Business Companies (Amendment) (No.2) Act 2019, defines Intellectual Property Assets as follows:

“…includes any intellectual property right in intangible assets, including but not limited to the copyright, patents, trademarks, brand, and technical know-how, from which identifiable income accrues to the business (such income being separately identifiable from any income generated from any tangible asset in which the right subsists).”

*Disclaimer
Information contained in this publication does not constitute any kind of advice on any particular matters and should not be considered as such. 
OMC Group accepts no responsibility for clients’ decisions. LR_MR_0421.

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