Information on Belize Company Formation

BELIZE IBCs
 
An IBC is a private company which is designed to engage into any international business activity. An IBC is exempt from tax in its home jurisdiction, it has extensive features protecting the confidentiality of its owners and is not subject to any onerous reporting requirements. A Belize IBC is formed under the Belize International Business Companies Act. 
 
A Belize IBC is a perfect corporate vehicle for international financial transactions, being especially designed with the offshore investor in mind.
 
Name of a Belize IBC
 
The name of a Belize IBC must bear any of these words at the end thereof: Limited, Ltd., Corporation, Corp., Incorporated, Inc., Society Anonyme, S.A., Sociedad Anonima, Aktiengesellschaft, A.G, or A.S.
 
BELIZE – Advantages of the jurisdiction
 
These are some of the general advantages of Belize as an offshore tax shelter jurisdiction:
  • Incorporation takes no longer than 24 hours for incorporation.
  • Belize International Business Companies are zero tax rated therefore exempted from all taxes in Belize.
  • There are no filing requirements after registration, hence audits would be the choice of the Company;
  • The legal and judiciary system of Belize is based on the English Common Law. The country has not been involved into any conflicts or civil disturbances, unlike some other countries in the region.
  • Belize IBC`s are free from any reporting requirements.
  • Belize does not disclose its banking or fiscal information under any information-exchange agreements to any foreign parties on grounds of suspected tax evasion. Client confidentiality is robustly enshrined in the Belizean corporate and business legislation.
  • Unlike most other offshore tax havens, Belize is not an island and has a fairly robust and diversified national economy.
 
Legal personality
 
A Belize International Business Company is for all legal purposes a separate legal person, and possesses the same commercial rights and powers as a natural person.
 
Share capital or equivalent
 
Standard currency: USD but may be expressed in any currency.
 
Shareholders 
 
Minimum number: One
 
A Belize IBC does not have any minimum paid-up capital requirement. Any amount of authorized capital can be stated in the incorporation documents of the IBC, as desired by the owners. The capital structure of a Belize IBC can be extremely flexible and can accommodate all variety of business circumstances and needs.
 
Out of the authorized capital, there is no requirement as to the minimum amount of shares or capital that must actually be issued and paid-up. An IBC, if its owners so decide, may only issue a fraction of its authorized capital, in which case the remaining amount of its authorized capital may remain unissued or "on paper" for an indefinite period of time.
 
Name requirements for Belize IBC`s
 
The name of a Belize IBC must bear any of these words at the end thereof: Limited, Ltd., Corporation, Corp., Incorporated, Inc., Society Anonyme, S.A., Sociedad Anonima, Aktiengesellschaft, A.G, or A.S.
 
Directors or managers
 
Minimum number : One
 
Flexible corporate structure
 
There is no requirement to have any Belize-resident directors or shareholders. Foreign individuals or corporations may hold shares in a Belize IBC or act as its directors. Corporate directorship is expressly allowed.
 
Apart from the director, the company is not obliged to appoint any other officers, however it may certainly do so, if needed.
 
The shareholder`s or director`s meetings need not be held in the Belize and there is no requirement for a regular Annual General Meeting.
 
The directors of a Belize IBC may appoint any officers or agents to represent the Company. Subject to the Memorandum & Articles of Association of the IBC, such agent has such powers and authority as the directors may prescribe, except that no agent shall have no authority to amend the Memorandum or Articles; to appoint directors or agents; to approve a plan of merger, consolidation or arrangement; or to make a declaration of solvency or approve a liquidation plan for the IBC.
 
Registered and Bearer Shares
 
A Belize IBC may issue registered shares or bearer shares, and any of these may be designated into classes as voting shares, non-voting shares, shares having more or less than one vote per share, shares that may be voted only on certain matters or upon the occurrence of certain events, shares that may be voted only when held by persons who meet specified requirements, no par value shares, common shares, preferred shares, redeemable shares and shares that entitle participation only in certain assets.
 
Zero Tax
 
A Belize International Business Company, by the definition of the law, is not subject to any tax or duty on income or profits.
 
In particular, all income of a company incorporated under the Belize IBC Act; all dividends or other distributions paid by the company to persons who are not resident in Belize; all interest, rent, royalties, compensations and other amounts paid by the company to persons who are not persons resident in Belize; all capital gains realised with respect to any shares, debt obligations or other securities of a company incorporated under the Belize IBC Act by persons who are not persons resident in Belize, are exempt from all provisions of the Belize Income and Business Tax Act.
 
A Belize International Business Company is also exempt from any stamp duty on its transactions.
 
In particular, all instruments relating to transfers of any property to a company incorporated under the Belize IBC Act; all instruments relating to transactions in respect of the shares, debt obligations or other securities of a company and all instruments relating in any way to the assets or activities of a company incorporated under the Belize IBC Act, are exempt from the payment of stamp duty.
 
A Belize International Business Company is a completely tax-free offshore company, for as long as it complies with a few easy conditions. These are as follows:
  • A Belize IBC may not carry on business with persons resident in Belize;
  • A Belize IBC may not own an interest in real property located in Belize except for a lease of property for office purposes;
  • A Belize IBC may not carry on a banking business unless it is specifically licensed to do so;
  • A Belize IBC may not carry on business as an insurance or a reinsurance company, insurance agent or insurance broker, unless it is specifically licensed to do so;A Belize IBC may not carry on the business of providing the registered office for other IBC`s;
  • A Belize IBC may not carry on trust business, unless it is specifically licensed to do so;A Belize IBC may not carry on collective investment schemes, unless it is specifically licensed to do so;
  • A Belize IBC may not hold shares, stock, debt obligations or other securities in a BVI domestic (non-IBC) company;
  • A Belize IBC may not issue its shares, stock, debt obligations or other securities to any person or company resident in Belize, except where such shares are held by the licensed Registered Agent or its affiliate in a nominee capacity.
 
Essentially, the main requirement is that a Belize IBC must not pursue business within the territory of Belize (but it may enter into business with other Belize IBC`s).
 
In terms of "not pursuing business within the territory of Belize", the following activities are still acceptable for a Belize IBC and does not disqualify it from its offshore company status:
  • if the IBC maintains accounts or deposits with a bank in Belize;if the IBC maintains professional contact with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar professionals operating in Belize;
  • if the IBC prepares or maintains books and records within Belize;
  • if the IBC holds its meetings of its directors or members in Belize;
  • if the IBC leases an office in Belize from which to communicate with members or for maintaining, preparing and keeping the company´s books and records;
  • if the IBC owns a vessel registered in Belize in accordance with the Registration of the Belize Merchant Ships Act.
 
ANNUAL FEES-fixed Government license fees instead of taxes
 
For all its incredible fiscal benefits, a Belize International Business Company must pay a fixed annual fee to the Belize Government.
 
The actual amount of the Government fee depends on the amount and type of the authorised capital of the IBC.
 
These IBC license fees are very competitive, in particular as compared to some other more prominent offshore financial centres in the Caribbean.
 
In addition to the Government license fee, certain professional fees are normally payable for company administration services as provided by the Registered Agent.
 
Secrecy
 
Confidentiality is one of the key benefits of the Belize International Business Company. At registration, no information whatsoever is filed on public record on the company beneficial owners, directors and shareholders. This information remains only known to the licensed Registered Agent, who is bound by the law to keep it completely confidential. The internal corporate records of the IBC as the Registry of Members, Registry of Directors and the Corporate Minutes and Resolutions, are all kept by the Registered Agent and are also confidential.
 
The only documents of a Belize IBC held on public record are the Memorandum and the Articles of Association. These documents do not contain any indication as to the actual beneficial owners, directors or controllers of the company.
 
No reporting
 
Belize International Business Companies are not obliged to prepare or file any financial accounts. Only such records must be kept as Directors deem necessary in order to adequately keep track of the Company`s transactions, for the information purposes of its owners and management. If any, financial records do not have to be kept in the Belize and the location for keeping such records can be determined by the owners of the IBC. There is no requirement whatsoever to make any commercial or financial records of the Company available to the general public.
 
For more information on Belize companies, please contact us at info@multilysis.com.
Office Address: 5 Amathountos street,
Pirilides Building, 4th-5th Floor,
3105 Limassol-Cyprus 51252, 3503