Belize IBC
Belize amended its corporation laws in 1990 with passage of its International Business Companies Act.
A Belizean International Business Company ("IBC") can be used for numerous purposes, including:
* General commercial trading
* Financial management
* Holding investment securities offshore
* Ship ownership or real estate ownership
* Share ownership in other companies
* Leasing of assets
There are minimal filing requirements for a Belizean corporation. The basic required documents are a Certificate of Incorporation and a Memorandum and Articles of Association. These documents are not required to be in any particular form, and can (and should) be carefully tailored for the unique purposes of each new entity. A new corporation must also identify the name and address of the corporation’s registered agent and give the address of its registered office.
The corporation’s name must end with one of the following words, or abbreviations thereof - Limited, Corporation, Incorporated, Societe Anonyme, or Sociedad Anonima. The following words, and their associated activities, cannot be used: Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative, Imperial, Insurance, Municipal and Royal.
A Belizean corporation is not required to file disclosures of its directors or shareholders. For exempt companies, no tax returns or financial statements of any kind are required to be filed.
A corporation may authorize share capital up to US$50,000 without incurring additional franchise fees.
Every Belizean corporation must maintain a registered office and a registered agent in Belize. However, no meetings (annual or otherwise ) of directors or shareholders is required. If any such meetings are held, they may be held anywhere in the world, and may be held by telephone, proxy, e-mail, etc.
A Belize IBC cannot carry on business with residents of Belize, own real estate in Belize, or act as Registered Agent for another Belize International Business Company, or else it will lose its tax exempt status. It cannot operate as a bank or an insurance company, or act as a registered agent, unless it has the necessary licenses.
The only required officer is a corporate secretary, and the corporation is only required to have one director. There is no maximum restriction on the number of directors. There is no requirement that an officer or a director also be a shareholder of the corporation. Officers and directors need not be Belizean citizens or reside in Belize. Other corporations are allowed to act as the officers and directors.
There are no minimum capitalization requirements. Shares can be issued with or without par value. Bearer shares and registered shares are permitted. Shares may be held by nominees.
A Belizean corporation must have at least one shareholder, which may be another corporation or trust (which need not be Belizean). The identities of shareholders does not have to be filed or otherwise disclosed. Where the shareholders are nominees, there is no requirement that the true beneficial owners be disclosed.
A register of shareholders must be kept at the registered office address of the corporation in Belize. This register may be inspected only by shareholders, with the consent of the corporation or by order of the Belize courts at the request of a shareholder.
Belize does not have a specific statute relating to secrecy and confidentiality in the maintenance of a corporation’s records, but a common law duty is recognized which compel professionals to keep the affairs of their clients confidential. A Belize corporation is not subject to any tax treaties or exchange of information agreements with any country (including the U.S.), and is not required to file any reports of any activities which occur outside of Belize. For example, a Belize corporation which maintains a Bermuda bank account is not required to report account activity to the Belize government. Further, there are no statutory accounting or audit requirements.
A Belize IBC is exempt from all forms of taxation, including corporate income taxes, capital gains taxes, and stamp and other duties, and is not subject to any currency or exchange restrictions. There are no mandatory accounting, auditing or minimum capital requirements.
A Belize IBC cannot carry on business with residents of Belize, own real estate in Belize, or act as Registered Agent for another Belize International Business Company, or else it will lose its tax exempt status.
