Incorporation in Belize

It must not contain sensitive words which are prohibited by legislation. The following words are expressly prohibited: “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Assurance” “Bank”, “Insurance”, “Trust” and any other words having similar meaning or any other word that the Registry deems to have similar meaning. There is also a prohibition for words implying patronage of the Queen or a member of the Royal Family, patronage or any connection with Belize or any other country and the government of Belize or the government of any other country.

The company name must not be very similar to existing names on the registrar and it must not contain improper or offensive words. It must end with a word or abbreviation signifying a corporate body or limited liability, for example such words are “Limited”, “Ltd”, “Corporation”, “Corp”, “Incorporated”, “Inc.” etc. The name of the IBC Company must be registered in Roman script, names registered in any other script are allowed but they must be accompanied by an accurate translation in Roman script.

It should be noted that the Registrar is empowered by legislation to object the registration of any name that in the Registrar’s discretion is considered undesirable.

A Belize IBC Company is required to have a registered office address in Belize which must be provided by an authorized registered agent in Belize.

One director is the minimum required, there is no requirement for them to be locals and there is no requirement regarding the place and frequency of board meetings.

A corporate entity or a natural person can be appointed as directors. The director and shareholder can be the same person. The director’s details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IBC Company, who is bound by the law to keep this information.

The appointment of a secretary is not a requirement.

One shareholder is the minimum required, there is no requirement for them to be locals and a corporate entity or a natural person can be appointed as shareholders. There is no requirement regarding the place and frequency of shareholders meetings.

The director and shareholder can be the same person. The shareholders details are not registered on the public record and cannot be accessed by the public, those details are only held by the registered agent of the IBC Company who is bound by the law to keep this information.

The beneficial owner’s details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IBC Company who is bound by the law to keep this information.

The owners of an IBC Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any currency, though the US Dollar is mostly preferred and the amount of USD 50,000 is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange for shares to be issued.

Only registered shares are admissible and the minimum number of shares that must be issued is one. A Belize IBC Company may not issue bearer shares.

No requirement is imposed on minimum paid up capital at incorporation; this means that the owners of an IBC Company are not required to set a deadline as to when such capital must be paid up by the shareholders.

An IBC Company in Belize can be incorporated within 2-3 days. Belize is considered to have one of the fastest registries worldwide.

Ready-made but unused IBC Companies are available in Belize, in case you are in need of a quicker incorporation process.

After the recent amendments of 2019, in the IBC statutory framework, Belize IBC Companies engaging in certain business must comply with economic substance requirements such as companies licensed to provide financial services, distribution and service centre and holding companies.

In order to fulfil the economic substance requirements, the IBC Company must employ an adequate amount of sufficiently qualified persons to carry out its main income generating activities from within Belize. Also, the IBC Company is required to make expenditures consistent with the size of the business, have its management activities and control conducted within the country and its records must be kept in Belize. Significantly, the said requirements may be met through a managing agent that is licensed to provide managing agent services.

The amendments of 2018 provide an exemption for “pure equity holdings” which are holding companies having as their activity the acquisition and holding of shares or equitable interests in other companies and their income source is only dividends and capital gains.

It is mandatory for a Belize IBC Company to obtain a Tax Identification Number (TIN) from the income tax department. Additionally, the filing of annual tax returns and financial statements is mandatory. Auditing of financial statements is required if annual receipts are at least USD 6,000,000. There is provision for tax exemption for an IBC Company which proves that they are tax residents and have economic substance in a different jurisdiction other than Belize.

After the recent amendments of 2018 in the Belize Income and Business Tax Act, income tax and stamp duty apply to IBC Companies conducting business within the jurisdiction. The income tax rate varies depending on the amount of gross income, for companies with gross income that does not exceed the amount of BZD 3,000,000 the rate is 1,75% and for companies with gross income that exceeds the amount of BZD 3,000,000 the rate is 3%.

However, there is an exemption from local taxes including capital gains tax, stamp duty, dividends or distributions paid to non-Belize residents, income tax and taxes on all types of transfers of assets, given that the IBC Company conducts its income generating business outside the territory of Belize.