Belize uses English Common Law as the basis of its legal system.
The registration and administration of Belize offshore companies is governed by the International Limited Liability Companies Act of 2011.
Belize offshore companies may not undertake the business of banking, insurance, assurance or reinsurance. They may not trade within Belize or own real estate there. They are also not allowed to provide company management or registered office facilities for companies registered in Belize.
Belize offshore company registration timeframe
A Belize offshore company is normally incorporated within one day. Shelf companies are available if a company is immediately required.
The legislation in Belize allows both a company registered in Belize to continue in another jurisdiction and also a company registered elsewhere to relocate to Belize, provided this is allowed by its own governing legislation.
Information held on public record
The only information kept by the Registrar of International Limited Liability Companies and which is publicly available is the company’s articles of organisation and details of its registered agent and registered office address. The company may voluntarily file any other information it wishes, which will then also become available for public inspection.
A Belize offshore company’s name may be in any language but it must be expressed in Roman characters.
The name may not contain any of the words “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “.com” or a word conveying a similar meaning. The words “Assurance”, “Bank”, “Brokerage”, “Education”, “Fiduciary”, “Foreign Exchange”, “Forex”, “Fund”, “Insurance”, “Investment Management”, “Lending”, “Trust” and “University” require specific licensing.
The name must end in “LLC”.
The company’s capital may be denominated in any currency. A minimum of $1 (or one unit of another currency) must be contributed as capital upon incorporation.
Belize offshore companies must have at least one member, who can either be a natural person or another company. The use of nominee members is possible if confidentiality is required.
The company must appoint at least one manager at the time of its incorporation. The manager can be a natural person, resident in any country or another company. Professional managers can be appointed if confidentiality is a concern. The same person is permitted to act as sole manager and member.
Member and manager meetings
Meetings of the company’s members and managers can be held anywhere in the world in person or by telephone conference. There is no requirement for the company’s members to hold an annual general meeting.
Belize offshore companies are required to maintain a registered office in Belize, which is normally provided by the company’s registered agent. If the company elects not to keep its statutory and financial records at the registered office, then the registered agent must be notified of the address where these records are kept.
There is no requirement to appoint a company secretary but the company may appoint one if desired. The secretary can be a natural person residing anywhere in the world or another company. The same person may act as the company’s sole member, manager and secretary.
The company’s managers are obliged to maintain proper books of account, however there is no obligation for the financial statements to be audited or filed.
Annual filing requirements
No annual filing obligations apply to Belize offshore companies.
Belize offshore companies are not subject to any form of tax within Belize. While an LLC is a corporate legal entity, for tax purposes all profits flow directly through to its members, in a similar way as a partnership.
Double tax treaties
Although Belize has signed double tax treaties with a small number of countries, Belize offshore companies are not eligible for any benefits under these treaties.
Belize offshore companies are inexpensive to maintain and easy to administer. Combined with the absence of any taxation and the level of confidentiality they provide, Belize LLCs have become a popular vehicle for activities such as providing consulting services and conducting e-commerce activities.
Although Belize introduced economic substance regulations on 11 October 2019, LLCs fall outside the scope of these regulations.