The unspoken, constant, offshore scandals associated with the disclosure of the constituent documents of offshore companies lead to a growing interest in the institution of nominal directorship, ...
30Apr
Belize Companies. Offshores
Belizean legislation allows for the establishment of various types of legal entities in the country, but in practice only some of them, primarily classic offshore companies (International Business Companies – IBC), may be of interest to a potential foreign investor.
An offshore company is characterized in Belize as follows:
- ownership and management of an offshore company can be carried out by one person (individual or legal entity);
- the company's shares may be issued in bearer form, registered and in such classes, types and shares as the company's owners decide;
- there is no requirement to pay any minimum authorized capital for an offshore company;
- the authorized capital of an offshore company can be expressed in any currency;
- meetings of directors and shareholders of a company can be held in any country in the world, and the minutes of meetings of directors and shareholders of an offshore company, as well as financial documents, can be stored anywhere in the world;
- there are no annual financial and statistical reports for an offshore company;
- Belize does not have a register of directors and shareholders of an offshore company (only copies of the company's charter and memorandum of association and the certificate of registration are kept in the registrar's file);
- the company can have an office in Belize and manage its affairs from Belize;
- an offshore company is guaranteed repatriation of 100% of capital and profits from activities outside Belize;
- there are no taxes for an offshore company, including refundable taxes on interest and dividends, capital gains taxes, etc.;
- for an offshore company there are no import duties on machinery, equipment, raw materials and semi-finished products;
- the name of an offshore company must end only with the words: Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima or their abbreviations.
The following words and analogs that reflect a certain activity subject to licensing cannot be used in the name of an offshore company, for example, Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal and Royal.
An IBC may not conduct business with residents of Belize or invest in any type of property located in Belize, except for maintaining its registered office. An offshore company is also not allowed to engage in banking or trust activities, insurance or reinsurance, or make its registered office address available to other companies. In fact, such a company may only operate outside of Belize.
All offshore companies are required to have a registered office and registered agent in Belize.
A Belize offshore company must maintain a register of shareholders, as well as minutes of directors and shareholders meetings. These documents, along with details of directors and shareholders, are internal company documents and are not available to the public. The company seal must be kept at its office, and the imprint must be approved at the first directors meeting. Although the company's records are not subject to public inspection, they are available for inspection by shareholders if there are valid reasons for doing so.
Any offshore or onshore company can be relocated to Belize by properly registering the Belize continuation agreement, articles of association, memorandum of association and a certificate that the company has no debts or liabilities in its former country of incorporation.
It is important for directors and owners of offshore companies in Belize to remember that if a company fails to pay the annual government renewal fees, it will be struck off the register one year after the last payment of fees. However, the law clearly states that a struck off company cannot continue to carry on any business activity anywhere, including managing its bank accounts, although the directors and shareholders of a struck off company remain fully liable for the debts and obligations of such a company.
A deactivated company may, upon payment of the imposed duties and fines, be restored to the Belize registry, however, after a certain period of time, the renewal of an offshore company in Belize is carried out only through a local court, the decision of which may be either positive in terms of the renewal of the company, or negative.
An offshore company in Belize can be registered within 24 hours, however, taking into account the time it takes to deliver documents from Belize, the entire procedure takes approximately one week.
Belize has signed double taxation agreements with the following countries:
- Antigua and Barbuda
- Bahamas
- Barbados
- Belize
- Great Britain
- Haiti
- Guyana
- Grenada
- Denmark
- Dominica
- Montserrat
- Santa Lucia
- St. Vincent and the Grenadines
- St. Kitts and Nevis
- Suriname
- Trinidad and Tobago
- Sweden
- Jamaica
| Types of registered enterprises | Sole Proprietors – private companies. Private Limited Companies – closed companies with limited liability. Public Investment Companies – public joint-stock investment companies. Joint Ventures and Cooperatives – joint ventures and cooperatives. Partnerships – partnership. International Business Companies – international business companies (offshore companies). Offshore Trusts – offshore trusts. |
| Requirements for authorized capital | Not available for offshore companies |
| Taxation | 0% - for an offshore company. 35% - for a local company. |
| Registration procedure | Submission of the charter and memorandum of association to the Registration Chamber with simultaneous payment of the relevant state fee |
| Potential founders | Individuals and legal entities |
| Registered office | For an offshore company - must be in Belize |
| Acquisition of ready-made companies | Possibly |
| Registration duration | 24 hours |
| Management requirements | For an offshore company, at least one director (an individual or a legal entity). The director does not have to be a resident of Belize. Nominee directors are permitted |
| Annual reporting | There is no need for an offshore company, and there is no need to register information about the directors and shareholders of the offshore company in Belize. |
| Currency control | None - for IBC |
| Relocation of companies | Relocation within Belize is permitted if a resolution to continue is passed under the Belize International Business Companies Act 1990. From Belize only in exceptional circumstances |
You can find a professional company or apply for offshore company registration in the Belize on this page.
You can buy a ready-made offshore company here.
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