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Requirements for a Belize IBC

  • The company is not allowed to carry on business with Belize residents.
  • It may not own an interest in real property in Belize.
  • The company can not be a bank, an insurance or re-insurance company.
  • It may not carry on the business of providing the registered office for companies.
  • A Belize IBC must appoint a registered agent who must be either a Solicitor, a Barrister, a licensed Financial Institution, a Chartered Accountant or a person designated for the purpose by the Minister.
  • It must also at all times have a registered office in Belize.
  • The company must be managed by a Board of Directors consisting of at least one person, who may be an individual or company.
  • The subscribers to the Memorandum of Associations appoint the first directors and then they are elected by the members or, if permitted, directors may also elect directors.
  • There must be at least one shareholder.
  • All issued shares (in registered or bearer form) must be fully paid for and issued for money, personal property, real property, services rendered, a promissory note or any other binding obligation to settle.
  • The company is required to keep a share register at all times, either at the registered agent’s address or office address. However, the company is allowed to delete information regarding persons or companies who are no longer members. This information is not accessible to the public.
  • The company does not need to prepare accounts and there is no requirement for filing.

For incorporation a Belize IBC can use any name unless it includes any word that suggests a connection with the Royal family or the Belize Government. For example words such as Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal or Royal, may not be used. To denote limited liability, the company name must also include Limited, Corporation, Incorporated, Society Anonyme or Sociedade Anonima or its abbreviation.

The Articles of Association, which govern the internal affairs of the company, must be submitted for registration together with the Memorandum of Association.

The Memorandum of Association must include:

  • The company name.
  • The Registered office address in Belize.
  • The name and address of the Registered Agent.
  • The purpose for incorporation. (It is enough to state that the company is enabled to perform all acts and engage in all activities necessary to attain the objects of the company, unless prohibited under Belize law).

The Memorandum of Association should include:

  • A statement of the authorized share capital.
  • The currency of the share capital.
  • The classes of shares.
  • If the shares are in registered or bearer form and if they can be exchanged for each other.
  • A statement and notice provision for bearer shares.

The directors are responsible for keeping records of the names and addresses of officers and directors, but these records can be kept at any place that they determine. The records are not available to the public.

Directors meetings can be held in Belize or in any other country. Directors must be present at a meeting whether they participate in person or by telephone. Alternate directors may be appointed.

Meetings of the shareholders of the company may take place in Belize or in any other country. Shareholders will be deemed to be present if participating through a telephone link if all members are able to hear each other. Proxies may also be appointed. There is no obligation to hold an annual general meeting.

The share capital can be of nominal or par value and issued in any currency. No minimum share capital is required, but it is normal under the IBC Act to have an authorized share capital of US$50,000 which is the maximum authorized share capital of par value for the minimum initial duty and annual license fee of US$100.

If the authorized share capital of par value is in excess of US$50,000 the company has to pay an initial duty of US$1,000 and an annual license fee of US$1,000.

Special Features

  • The IBC legislation permits complete anonymity, since no details of either members or directors are required to be filed with the Registrar of IBC’s. Bearer shares and corporate directors may be used for additional protection.
  • A company incorporated in another jurisdiction may transfer its registration to Belize to become an IBC, and an IBC incorporated in Belize can continue as a company under the laws of a jurisdiction outside Belize.

Jurisdiction Advantages of the Belize

  • A proven economic and commercial infrastructure
  • An established banking system – Immediate company availability
  • The most up-to-date offshore legislation providing the maximum flexibility
  • New innovative Trust legislation
  • Public Investment Company provisions
  • Branch Registry provisions
  • Exemption from all forms of local taxation and exchange control
  • A long history of economic, political and social stability