State of Belize


General Introduction

Belize is a small independent country located in Central America, border with Mexico and Guatemala, surrounded by the Caribbean Sea.

Its legal, judicial and mercantile systems are very similar to that of the United Kingdom, being some of its laws virtually identical. The Belize juridical system is based on the British Common Law and supplemented by local legislation.

Among others of the advantages that Belize offers, we may emphasize the following:

  • It has a tropical climate, very attractive for the tourism.
  • It has access to high speed internet and even in some zones through fiber optic lines.
  • The country official language is English, but at the same time Spanish.
  • It has a stable Government which gives incentives to the investments in this country.

In WCS, we are at your disposal to offer the services of formation and management of International Business Companies of Belize (IBC).

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 inBelize.

The usual procedure is for a nominee to act as incorporator. Our registered Agent inBelizeoffers the service of sole incorporator.

Annual License Tax.

An IBC must pay an Annual License Tax to the government of US$100.00.

The amount of this tax depends on the authorized capital of the company.

If the annual license tax is not paid due date on the corresponding last penalty date ( July 31st ) , the company is stricken-off -from the Register.

However, it may be subsequently restored by payment of a fine.

– 10% until 31s t October, of each year

– 40% additional until 31st December, of each year

– “Struck off date”: December 31st .

– “Restoration Fee of US$300.00 every six months: ( January 1s t and July 1s t )

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 Off ice 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 theterritoryofBelize) and an imprint thereof must be kept at the IBC’s Registered Office inBelize.

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 inBelizeor at such other place outsideBelizeas 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 Off ice of the Company in Beliize.

In order to comply with the law, it is mandatory that the Registered Agent be 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 July 1st, 2001.

Transfer of Jurisdiction.

ABelizecompany may transfer its domicile to a foreign jurisdiction permitting such transfer.

A company organized under any foreign jurisdiction may continue its existence as aBelizecompany upon approval of the necessary Resolution by the Board of Directors or other proper corporate body under the governing provisions of its 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 aBelizecompany 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 filed with the Registry of Companies .

IMPORTANT NOTE: In accordance with regulator y and legal provisions, our firm maintains internal policies related to the processes of “Due Diligence” and “Know your Client ” , as routine to avoid the occurrence of illicit activities, protecting our clients and our business.

For incorporation queries in this jurisdiction, please complete and return to us our Company Formation Questionnaire.

For further information on our services provided in this jurisdiction, please Contact Us.


JURISDICTION INFORMATION CHART

GENERAL INFORMATION BELIZE
Company Law The International Business Companies Act, Chapter 270 of the Laws ofBelize, Revised Edition 2000.
Type of Company International Business Company(IBC)
Language of Legislation and Corporate Documents English
Taxation of Foreign Profits None
Exchange Controls None
Length of Time to incorporate 2 to 3 working days
Shelf Companies available Yes
CORPORATE NAMES
Name Restrictions Names identical or similar,offensive words
Endings and Abbreviations Required Limited/Ltd., Corporation/ Corp. Incorporated/Inc., Sociedad Anonima/S.A.
Length of Time to Verify Name Availability 1 day (usually 1 to 2 hours)
Reservation of Names Permitted Yes
Language of Name Any language(some may require official translation)
Name of Banks, Insurance, Investment Fund, Trust Company or their equivalent require consent and/or licence Yes
CAPITAL AND SHAREHOLDERS
Minimum Number of Shareholders One
Local Shareholders Required No
Corporate Shareholders Permitted Yes
Disclosure of Shareholders No
Minimum Authorized Capital Required No minimum
Authorized Capital/Number of shares that the company is allowed to issue US$50,000
Bearer Shares Permitted Yes(but with restrictions)
Registered Shares Permitted Yes
No Par Value Shares Permitted Yes
DIRECTORS AND OFFICERS
Minimum Number of Directors One
Qualifications of Directors Legal age
Officers Required No
Corporate Directors/Officers Permitted Yes
Nominee Directors/Officers/Shareholders Permitted Yes
Appointment of Subsequent Directors/Officers Memorandum and Articles of Association
MEETINGS
Annual General Meeting of Shareholders Required No
Annual General Meeting of Directors Required No
Location of Directors and Shareholders Meetings Anywhere
Adoption by Consent Permitted Yes
Quorum required for purposes of meetings Determined by the Memorandum and Articles of Incorporation
LOCAL REQUIREMENTS
Local Qualified Registered Agent/Office Yes/Yes
Filing of Register of Shareholders Optional
Filing of Register of Directors/Officers Optional
Filing of Register of Charges Optional
Register of Directors/Officers to be kept at Registered Office Yes
Company Seal Required Yes
Copy of Minutes to be kept at Registered Office Optional
Copy of Share Register to be kept at Registered Office Yes
ANNUAL REQUIREMENTS
Minimum Annual License Fee or Franchise Tax US$100
Annual License Fee or Franchise Tax Due Date January 31st
Applicable Surcharges for late payment and Restoration fees 10% (Aug. 1 – Oct. 3150% )Nov. 1 – Dec. 31)1styear restoration fee US$400 – Ja2nd year restoration fee US$300 – Jul
Requirement to File Annual Returns No
Requirement to Submit Annual Audited Accounts No
OTHER RELEVANT INFORMATION
Member of Apostille of the Hague Convention Yes
Increase or Reduction of Capital Directors’ resolution
Re-domiciliation/Continuation Allowed Yes
Reinstatement at Registry Yes
Dissolution/Striking-off for not payment of annual license fees Compulsory or voluntary winding up and dissolution; and striking-off for non-payment.

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