Formation of an International Business Company (IBC) in Belize
A Belize international business company (IBC) is a tax-efficient solution in a stable jurisdiction for international business. An IBC is not required to submit audited financial statements or annual tax returns, and is commonly used for holding and e-commerce purposes.
FACTS & INFO
Belize introduced its own International Business Companies Act in 1990. The Belizean IBC Act was modeled after the 1984 act of the British Virgin Islands and the 1989 IBC Act of the Bahamas.
Belizean laws allow the following categories of business ownership: Private Limited Companies, Limited Liability Partnership, Limited Life Companies, Joint Ventures and Cooperatives, Partnership, Sole Proprietor, Public Investment Companies and Trusts. The most popular form used by international investors for registering Belize IBC is private limited company. The IBC act prohibits Belize IBC from:
- Carrying on business with persons residing in Belize;
- Owning an interest in real property situated in Belize, except lease property for office purposes;
- Carrying on banking business;
- Carrying on insurance or reinsurance business;
- Carrying on the business of providing registered agents/offices for companies.
Otherwise, a Belize IBC may engage in any activity that is not prohibited in Belize.
Belize companies’ names must end with one of the following words, or their relevant abbreviations - Limited, Corporation, Incorporation, Societe Anonyme, Aktiengesellschaft , Sociedad Anonima. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings,loans, Royal, Asset management, Fund Management, Investment Fund, Building Society,Chamber of Commerce, University, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is incorporated in Belize by application submitted to the Registrar of Companies. Memorandum and Articles of Association must be logged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.
A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
There is no specific minimum capital requirement. The standard authorized share capital is US$ 50,000. The minimum issued capital may be one share of no par value or one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted.
DIRECTORS AND COMPANY SECRETARY
Belize IBC requires a minimum of one director and corporate directors are permitted. Details of the directors do not appear on the public file. There is no requirement to have resident directors.
Belizean companies must maintain a registered office and registered agent within Belize who may be a corporate body or an individual resident of Belize.
The meetings of the directors and the shareholders need not be held in Belize; also there is no requirement for an Annual General Meeting. All meetings may be held outside Belize, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy, if stated in the Memorandum and Articles of Association.
Usually it is 1 working day, but we need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $800. These include:
- Provision of registered office and agent
- Payment of annual government fee
Please Note: Payment of the government license fees and provision of the registered office and agent must be renewed by December 31, irrespective of the date of incorporation.
A Belize International Business Company is exempt from income tax, from tax on dividends, interest, royalties, compensations and other amounts paid by a company; also they are exempt from all the capital gains, estate, inheritance, succession or gift tax with respect to any shares, debt obligations or other securities of the Belize IBC.
AUDIT AND ACCOUNTING
Whilst there is no requirement to file audited financial statements or annual returns with local authorities, a Belize IBC is required to keep financial records, which should reflect the financial position of the company. As per the Accounting Records (Maintenance) Act (No. 18 of 2013), all IBCs are required to maintain their accounting records. Unless such records are kept at the registered office of the company, the director must notify the registered agent in writing of the place in which account records shall be kept (it may be in or outside Belize). Accounting records shall be maintained for a period of 7 years (from the completion of the transactions).
Accounting records include “financial statements; general and subsidiary ledgers; sales slips; contracts and invoices; and records and documentation relating to an entity’s assets and liabilities, all sums of money received and expended and the matters in respect of which the receipt and expenditure take place; all sales and purchases; and all financial transactions”.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the IBC Registry
- A standard set of original corporate documents
- Payment of the government fees (renewed by December 31 irrespective of the date of incorporation)
- Provision of registered address and registered agent for one year (renewed by December 31 irrespective of the date of incorporation)
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Belize.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.