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 Business Companies Act of 2000.
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 Business Companies and which is publicly available is the company’s memorandum and articles of association 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 “Limited”, “Ltd”, “Corporation”, “Corp”, “Incorporated”, “Inc”, “Société Anonyme”, “Sociedad Anónima”, “SA”, “Aktiengesellschaft” or “AG”.
The share capital can be denominated in any currency and each share may have any value. At least one share must be issued upon incorporation. Bearer shares are not permitted.
Belize offshore companies must have at least one shareholder, who can either be a natural person or another company. The use of nominee shareholders is possible if confidentiality is required.
The company must appoint at least one director at the time of its incorporation. The director can be a natural person, resident in any country or another company. Professional directors can be appointed if confidentiality is a concern. The same person is permitted to act as sole director and shareholder.
Shareholder and director meetings
Meetings of the company’s shareholders and directors can be held anywhere in the world in person or by telephone conference. There is no requirement for the company’s shareholders 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. An imprint of the company’s common seal must be maintained at the registered office. 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 shareholder, director and secretary.
The company’s directors 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.
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 IBSs have become a popular vehicle for holding investments, owning real estate, providing consulting services and conducting e-commerce activities.
Belize introduced economic substance regulations on 11 October 2019. This means that all companies incorporated in Belize, which are engaged in “relevant activities” and which are not subject to tax in another jurisdiction are required to maintain a physical presence in Belize, thus ensuring that the economic substance of the activity takes place within the jurisdiction. The list of relevant activities comprises banking, insurance, fund management, finance and leasing, headquarters business, distribution and service centre (within a group of related companies) activities and shipping. The regulations also apply to holding companies where the holding company itself or any of its subsidiaries is engaged in any of these activities. All companies regulated under the International Financial Services Commission Act are included, while companies not involved in any of these activities fall outside the scope of the economic substance regulations.