Company registration in Belize

Located on the northeast coast of Central America, Belize has a developed free market economy. Some of its key industries include agriculture, oil production, tourism & banking.

Registering a Belize company has some key advantages to it, such as:

• developed financial services sector;
• data on directors/shareholders of offshore companies are kept in non-public registers;
• tax breaks for non-residents;
• investment incentives (no customs duties for foreign investors);
• having an authorized capital is optional.

Foreign investors are under no restrictions to own real estate or establish an offshore company in Belize. Because the country’s official language is English registering an international company in Belize is made a lot simpler.

Business Organization Forms

Opening a company in the state of Belize is possible in one of the following forms:

• LLC - requires having 1 shareholder, 1 director & an authorized capital of 1 dollar; local registered agents must also register an LLC in Belize;
• LLP - may be established by general (of which at least one must be a Belize resident) & limited partners. Unlike LPs (that only bear liability for capital contributions), GPs have unlimited liability for LLPs’ liabilities;
• IBC - authorized to conduct international transactions & exempt from taxes; can be formed by 1 shareholder, 1 director (neither must be a resident) and a minimum capital of one dollar;
• Trust - establishing an international trust in the state of Belize requires beneficiaries to be non-residents & have assets outside Belize; at least one of a trust’s trustees must obtain a trust service provider license in Belize;
• International fund - establishing an international fund in the state of Belize requires having no less than 1 founder; founders are responsible for appointing BoD members & local representatives (requires getting a trustee license in the state of Belize); identities of founders, beneficiaries & BoD members mustn’t be made public;
• Subsidiary - setting up a subsidiary in Belize requires appointing a permanent agent;
• Representative office - opening a representative office in the state of Belize requires appointing a permanent agent; representative offices aren’t permitted to engage in commercial activities; however, representative offices may conduct market research or promote parent companies.

Registration Procedure

Establishing a company in Belize requires following these steps:

• choosing a business organization form;
• registering a company name in a company register (mustn’t be identical to the name of a company currently operating in Belize; mustn’t contain any offensive words; mustn’t contain the words “Construction Company”, “Chamber of Commerce”, “Charter”, “Cooperative”, etc.).
• submitting an MoA & AoAthe & obtaining a registration certificate.
• applying for a trade license in the state of Belize;
• registering with the SSB & Tax Department;
• obtaining an EIN.

Documents

To start a business in Belize, foreign investors must submit:

• certified copies of passports of its stakeholders, BoD members & beneficial owners;
• certified copies of addresses of its stakeholders, BoD members & beneficial owners;
• notarized copies of MoA & AoA.
• annual reports & audited financial statements (for subsidiaries & representative offices);
• registration certificates.

Taxation

• net income tax - twenty five percent;
• VAT - twelve point five percent;
• Dividend tax for non-residents - fifteen percent;
• Interest payment to non-residents - fifteen percent;
• Real estate tax - from 1 to 1.5 percent;
• VAT - twelve point five percent.

IBC

One may establish an offshore company in Belize for these activities:

• trade & international commerce;
• e-commerce;
• buying & selling real estate;
• managing IP.

IBCs can only engage in international commerce & investment; they’re forbidden to maintain trade relations with local business entities or have immovable property. Establishing a Belize company provides one with the following benefits:

• exemption from any income taxes & stamp duties.
• no authorized capital required
• only 1 shareholder & 1 director required (may be an identical individual); having a Belize secretary isn’t required.

Pros of Setting Up an IBC in Belize

• quick registration procedure (no personal visit required).
• modern telecommunication facilities.
• minimum reporting requirements.
• no local director required.
• no mandatory AGM (can be held anywhere, as well as by telephone or teleconference).
• minimum requirements for accounting records.
• corporate governance allowed.

Belize: Licensing of Business Activities

Getting a license in Belize is necessary if you intend to conduct these activities:

• setting up IBCs;
• establishing trusts;
• managing assets;
• processing payments & transferring money;
• trading on Forex;
• handling financial instruments & securities;
• carrying out insurance/reinsurance activities;
• implementing CIS;
• providing consulting services.

Individuals seeking to set up an offshore business in Belize should keep in mind that obtaining any of the above licenses requires paying a fee. Renewing them requires paying annual renewal fees.