BELIZE CORPORATIONS
Company Law
International Business Companies Ordinance,1990.
Incorporation of an IBC
Only licensed Registered Agents may organize IBC′ s by subscribing to a Memorandum and Articles of Association in Belize. The usual procedure is for a nominee to act as incorporator. Our office offers the service of sole incorporator through a local representative.
Annual License Fee
An IBC must pay an Annual License Tax of US $100.00 to the government. The amount of this tax depends on the authorized capital of the company. If the annual license tax due is not paid on the corresponding last penalty date (31 July), the company is stricken-off-from the Register. However, it may be subsequently restored by payment of a fine.
- 10 % until 31 October, of each year
- 40$ additional until 31 December, of each year
- “Struck off date”: 31 December.
- “Restoration Fee of US $300.00 every six months”: (1 January and 1 July)
Please note that on the next year following the year of incorporation, we shall send the client a reminder on when and how to pay the Annual License Fee and Register Agent and Office fee.
Registered Agent / Registered Office
An IBC must appoint a Registered Agent and a Registered Office within the territory.
Every IBC, by a resolution of directors, may amend its Memorandum to change the place of its Registered Office or to change its Registered Agent.
Board of Directors
The business and affairs of the company are managed by a Board of Directors that consists of one or more persons who may be individuals or companies. The name(s) of director(s) are not a matter of public record.
Books, Records and Common Seal
An IBC must have a corporate seal (which may be kept outside or within the territory of Belize) and an imprint thereof must be kept at the IBC′ s Registered Office in Belize. Seals must be used if the company enters into a contract which, if entered between natural persons, would be required by law to be in writing and under seal. An IBC shall keep such accounts and records as the directors consider necessary or adequate in order to reflect the financial position of the company, at the Registered Office of the company in Belize or at such other place outside Belize as the directors determine.
Powers of Attorney
An IBC may grant general or special Powers of Attorney to any person, to act on its behalf and to execute contracts, agreements, deeds and other instruments. These powers are not recorded in the Public Registry.
Certificates of Good Standing
Good Standing Certificates for an IBC can be obtained upon application to the Registrar of Companies.
Register of Shares
There is no public record of shareholders. Every IBC is required to keep one or more Registers of shares and shareholders, and at least one copy thereof must be kept at the Registered Office of the Company in Belize. In order to comply with the law, it is mandatory that the Registered Agent is informed of any changes in the Register of Shares.
Bearer Shares
Bearer shares are allowed in this jurisdiction. Nevertheless, in accordance with the Regulations of June 2001, which are in force since July 2001, the Registered Agent is required to maintain physical custody of all bearer shares certificates on behalf of the client. This regulation applies to companies organized after 1 July 2001.
Transfer of Jurisdiction
A Belize company may transfer its domicile to a foreign jurisdiction permitting such transfer. A company organized under any foreign jurisdiction may continue its existence as a Belize company upon approval of the necessary Resolution by the Board of Directors or other proper corporate body under the governing provisions of it original jurisdiction. Upon registration of the Articles of Incorporation with the Registrar of Companies, the Registrar will issue a Certificate of Transfer of such a company which will then continue as a Belize company regardless of provisions to the contrary under the laws of its former jurisdiction.
Amendments
The Memorandum and Articles of Continuation may be amended by either a resolution of directors or of shareholders and the record of the amendment must be filed with the Registry of Companies.