How to register a company in Belize

Company in Belize, an important offshore center

Belize is one of the most economically and politically stable Central American countries. English is spoken in the small nation and it is still one of the most important offshore centers in the world. However, international pressures on the government have caused strong transformations in the process of registering an offshore company in Belize.  This is why we propose you an LLC that does not have many compliance requirements.

The Financial Action Task Force (FATF) and the Organization for Economic Cooperation and Development (OECD) decided to include Belize in their blacklist of tax havens, in mid-2016. In light of this, local authorities were forced to introduce legal amendments. In December 2018, the National Assembly passed three laws that changed the way Belize’s offshore companies operated: the Companies Tax Act, the International Business Companies Act and the Stamp Duties Act.

As of that time, Belize offshore companies were no longer exempt from paying taxes in Belize. They were now subject to filing an annual tax return, as well as working under the Stamp Duties Act. LLCs are not!

The company in Belize must maintain a registered agent in the country. This agent must have the relevant permits issued by the Financial Services Regulatory Commission. Each company must have at least one director and one shareholder.

Company in Belize, an upgrade has been made

he Financial Services Commission (FSC) of Belize announced the passage of the Belize Companies Act, 2022 (No. 11 of 2022) (the Act). The legislation has already been passed, however, only its administrative provisions are currently in force.

Key features of the Act include simplified provisions for digital processes such as virtual meetings and digital registration of partners. The Law also provides for a number of value-added features and best practices, such as the elimination of statutory limits on the number of shareholders, the strengthening of minority shareholder rights and
liquidation procedures.

The types and characteristics of companies under the Law include:

(i) Companies limited by shares
ii) Corporations limited by guarantee not authorized to issue shares
iii) Corporations limited by guarantee authorized to issue shares
(iv) Unlimited companies authorized to issue shares
(v) An unlimited number of companies not authorized to issue stock
vi) Segregated holding companies
vii) Foreign companies
viii) Private trust companies.

In addition, a company limited by shares can be incorporated as a special purpose company.

What does this mean for your IBCs?

It means that Belize now has one registry and registrar for all types of businesses. This also means that all types of companies under the Act will be accessible to non-residents for international use following the launch of the OBRS.

In the coming weeks and months, the Registry will implement the Act, which includes the digital transformation of business registration services through the OBRS. With the launch of OBRS, all IBCs will be required to re-register and obtain a new company number. Re-registration will begin on November 28, 2022, which is the planned launch date of OBRS.

The CLD team, as your local representative agent, will process the re-registration of companies under your management. An additional update will be provided addressing the additional information and requirements needed to re-register.

In order to adequately prepare for the launch of OBRS, the Registry will cease providing services from November 4, 2022 until November 28, 2022 when the system goes live. During this time, agents will not be able to request any services from the registry.

Following the launch of OBRS, all IBCs will be required to be current with annual fees and re-register to request services from the registry.

We strongly encourage companies that have a company in Belize to renew before November 4. If the renewal is made after November 28, it will involve filing an annual return.

Key dates:

November 4: the registry ceases to provide any services to companies; recommended to renew companies before this date.
November 18: the registry closes completely and the phasing out of previous laws begins
November 28: registration reopens and OBRS is active; re-registration begins

Following our last update, the Belize Companies and Corporate Affairs Registry (BCCAR) is already operating.

The staff in Belize have been in training with the registry to learn the new online system in preparation for when it’s active for us to start re-registration.

We would like to remind all our agents that with effect as of now, any active company which the client may want any services for will only be able to do so once it has completed the re-registration process in OBRS. Companies which have not been renewed for the year 2022, will need to ensure that they are registered early enough to file their annual return by the 31^st December in order to avoid penalties and restoration cost.

We are presently waiting for the various Belize companies regulations which have been shared with us to be passed into law before we are able to distribute and comment on the same.

The Re-registration process
Our Belize office has allocated resources and staff who are on standby to commence the long and diligent process of having to re-register all the IBCs at the BCCAR, and as such we will only be registering active companies which clients are servicing and maintaining.