Bank Account In Belize

Belize Limited Duration Company 

The Belize International Business Companies Act (IBC Act) allows for the formation of an LLC-like entity called a “limited duration company (LDC).” The Belize LDC is a pass-through company. That is, there is no tax at the company-level. These entities are very similar to the limited liability companies (LLCs) in the U.S. They are also similar to the GmbH in Germany and the “Limitada” in Latin America. Like an LLC, they are governed by their internal “operating agreements” rather than by-laws that are used by corporations.

Thus, the entity is essentially an LLC with a slightly different name. Whereas an LLC in some jurisdictions has a 30 year life, an LDC has a 50 year life. Therefore, the company will include in its memorandum of association a provision which limits the duration of the company to any period up to a maximum of fifty years from the date of its first registration as a limited duration company. The life of the company is renewable or can be re-filed at the end of this period.  The name of the company needs to include at its end “Limited Duration Company” or the corresponding three-letter abbreviation.

An existing company can also be converted to an LDC. This is often done for favorable tax treatment because there is no tax at the company level.

In either case, US people will typically file the IRS for 8832 and elect foreign disregarded entity status to ensure no US tax at the company level. Tax responsibility is, therefore, passed on to the members of the company, thus, typically lowering overall taxes.

Belize LDC Asset Protection

The articles of association of a may prohibit the transfer of any share or other interest of a member of the company absolutely, or may provide that the transfer of any share or other interest of a member requires either the unanimous resolution of all the members or a resolution passed by such proportion of the members as the articles of association may specify. What this means is that is someone sues a member of a properly structured entity and wins, the judgment holder is prohibited seizing a member’s share or any assets within the company.  This is a significant benefit that is not available to a Belize corporation.

Like a US LLC, the act provides that the articles may designate that the affairs of the company can either be managed by its members, or by some person designated as manager with such rights, powers and duties as may be specified in the articles of association. In that case, the company shall be exempted from the requirement to have a Board of Directors. So, you can have centralized power, such as owning 1% and, as the manager, have 100% of the control. This may be ideal when taking on investors, allowing you to pull all of the stings. It is also very beneficial when involving family members. Mom and Dad can own 1%, for example, and have all of the control while the children own the remaining 99%.  The kids cannot touch the money and parents can spend all of the money on themselves if they wish. However, when the parents die, the kids don’t get stuck with a big wealth transfer because the wealth grew when 99% of it was in the kids laps.

The act also allows the articles to provide that a person ceases to be a member of the company upon the happening of any one or more of the events specified in the articles of association. They may further provide that the rights of such former members shall be limited to an entitlement to receive such value for their shares in the company, as may be determined by the articles of association. This means that if you are the manager of an LDC, you may elect to pay off one of the members and remove him from the company if he is hindering your business.

The articles of association can provide for the authorized share capital of the company to be divided into various classes of shares carrying either limited or unlimited liability. Naturally, most members would want their liability to be limited so that litigation against the company would not affect them personally.

There are numerous benefits offered by the Belize LDC. These benefits include financial privacy, asset protection, lawsuit protection and favorable tax treatment

Offshore Pro Group

Belize is an independent British Commonwealth country, located on the eastern coast of Central America, with population of about 290 000. Belize was the British colony for more than 100 years, and attained independence from Britain in 1981. Now Belize is the only English-speaking country in Central America. However, most Belizeans use an English-based Belize Creole, and Spanish is very widely used, as it is the mother tongue of Mestizo and Central American settlers.

Belize is very ethnically diverse and multilingual society with 49% Mestizo, 25% Creole, 11% Maya, 6% Garifuna and 9% other.

Geographically Belize is divided into 6 districts: Belize, Corozal, Cayo, Orange Walk, Stann Creek and Toledo. The capital of the country is Belmopan, with 12 000 people is the smallest national capital in the world. Belize City with a population of 80,000 is the largest city of the country as well as the major commercial centre and one of the most urbanised centres of Belize. Other big cities of Belize are Corozal Town, Orange Walk Town, and some others.

Belize is politically stable country with parliamentarydemocracy and constitutional monarchy that recongnizes Queen Elizabeth II as sovereign. It is represented by Governor General Sir Colville Young, Sr. The Head of Government is Prime Minister Said Wilbert Musa, the ministers are chosen by him from the members of the House of Representatives and the Senate.

The chief justice of the Supreme Court is appointed by the Governor General. Belize’s legal system is based on common law. The Caribbean Court of Justice serves as an appeal court in civil and criminal cases from common law courts in member countries.

The leading parties are People’s United Party (PUP) and United Democratic Party (UDP). General elections are held at intervals of not longer than once per 5 years.

Belizean economy is most of all based on tourism, as well as on marine and agriculture product export. Belize is also developing the industry of international financial services. Main economical partners of Belize are the U.S. and the UK.

Belize Offshore Business Environment

Belize is a recent member of international financial services community. Having gained independence from Great Britain, Belize started to develop international financial services sector of economy, and achieved very good results by becoming a modern and convenient offshore jurisdiction which is becoming more and more popular.

The domestic taxation of Belize is moderate. A turnover tax is small, corporation tax is 25%. There is up to 45% tax on income and social contributions. The four commercial banks of Belize are regulated by the Central Bank of Belize according to the provisions of the Banking Act. Air and sea communications as well as telecommunications are very good. The last ones are, however, too expensive, as the telecommunications monopoly is holding back development.

One of the main advantages of Belize is its offshore legislation, which is extremely flexible; being already excellent, it is constantly developed and improved. Belize offshore business services were first offered in 1989 with the enactment of the Registration of Merchant Ships Act. Then in 1990 Belize passed the International Business Companies Act based on the British Virgin Islands model; that made Belize IBC an ideally convenient corporate vehicle for international financial transactions and activities, such as asset protection, operating bank accounts, commission arrangements, diverse kinds of commercial transactions, ship ownership, etc.

A Trusts Act, 1992, provided for the incorporation of both onshore and especially offshore trusts as flexible and modern asset protection tools. For example, one of the advantages is that a Belize trust may not be set aside because of creditor claims from other jurisdictions, or a foreign court order on any account except for criminal cases.

In 1996 offshore legislation was supplemented by the Offshore Banking Act providing for 2 categories of offshore banking licences, which actually mean dividing into the domestic and international categories of banking activities.

Belize provides for development of many offshore schemes that include a modern trusts law, IBC legislation and an array of free zones and investment incentive schemes. There was a kind of international pressure to make Belize moderate its offshore regime, but it seems to have weakened in 2003. Belize has Double Tax Treaties with UK, Sweden, Denmark and CARICOM countries.

The wide range of investment vehicles offered by Belize now meets the demands of most international investors and includes International Business Companies, Trust Funds, Private Companies, Limited Liability Partnerships, Public Investment Companies, Limited Life Companies, Mutual Funds, etc. However, almost all offshore and foreign businesses use just 2 of the business forms available – the Belize IBC or Trust, either separately or in combination.

Belize International Business Company

Belize International Business Company (IBC) is set up under the International Business Company Act 1990. Belize IBC may be used for the following purposes:

• establishing securities trading accounts in the USA, Europe, Canada;
• holding title to real estate in other jurisdictions;
• collecting commissions, royalties or dividends, re-invoicing trade transactions.

A Belize IBC is often incorporated by trusts established under Belize law as an asset-holding device for the trust.

Belize IBC is exempt from most types of taxation under the International Business Company Act, 1990, provided that the company meets the certain number of requirements the main of which is conducting no business within the jurisdiction. Belize IBC’s can however hold offshore bank accounts in the local banks.

Belize IBC is not liable to pay stamp duties and taxes on:

• all income of an IBC;
• all interests, rent, royalties, compensations paid by an IBC to Belize non-residents;
• capital gains realized on any shares, debt obligations or other securities of an IBC by Belize non-residents;
• all dividends paid by an IBC to Belize residents or non-residents.

IBC Features

A Belizean IBC is a very cost-effective offshore vehicle, which also can be incorporated in maximum 3 working days. Belize’s legislation facilitates quick and simple incorporation. An IBC is formed by filing Articles and Memorandum of Association as well as the fees.

The main features of a Belize IBC are:

• Incorporation in max 3 working days;
• competitive incorporation prices and annual fees;
• exemption from any forms of taxation including income tax, capital gains or transaction tax;
• no minimum paid up capital required, capital in any currency;
• IBC standard share capital is USD 50 000, the higher amount may be declared in exchange for a higher annual fee;
• Bearer shares are allowed, but must be held with a licenced custodian;
• the details of shareholders and directors are not available on the public file;
• minimum one director and one shareholder may be required, they can be either an individual or a corporation;
• the same person can be the director and the shareholder;
• secretary is not required;
• nominee shareholders can be local licensed registered agents;
• The Register of Members and Directors should be kept at Registered Office;
• the only information that appears on the public record are Memorandum & Articles of Association, as well as the details of a Registered Agent and a Local Registered Office;
• no filing of audits and accounting reports;
• penalty fees of up to 50% of the annual liecence fee are payable if it is not paid when due;
• no requirement for meetings of directors and shareholders;
• no exchange control;
• the possibility of re-domiciliation;
• the status of the company should be denoted by suffixes “Limited”, “Corporation”, “Incorporation”, “Societe Anonyme”, “Sociedad Anonima”, “Ltd.”, “Corp.”, “Inc.”, “S.A.”, “AG”.

Offshore Pro Group

Economy and Infrastructure

The economy of Belize is still very much based on the export if sugar, bananas, citrus and fishery products, timber and wood. Lobster, shrimp and other marine products also contribute significantly to the country’s foreign exchange earnings. Another developed branch of economy is eco-tourism: there is a unique mix of unspoiled woodlands, caves, rivers, mountains, jungle and waterfalls, as well as cultural heritage of Mayan civilization. There are also forest reserves, wildlife sanctuaries, marine resorts and the world’s only jaguar reserve.

In recent years there has been a significant growth of international financial services industry in Belize. With the expansion of trade liberalisation programmes and accessibility to world markets, effective tax planning and financial management have become critical tools in the comprehensive strategical planning. The future of offshore industry is secured by permanently increasing demand for offshore services.

Belize enjoys comprehensive telecommunications infrastructure, efficient international courier services and direct daily flights to the USA airports providing worldwide connections, and to Central America.

Currency

The Belize Dollar (BZ$).

Exchange Control

Offshore activities are exempted from exchange control.
Belize accounts in 1 business day

There are substantial benefits for the establishment of a Belize IBC that does not operate within the jurisdiction. Bank account can be established with reliable bank in Belize. There are no currency restrictions in Belize. Meetings of directors and shareholders may be held in any country and may be attended by proxy. Also, there are no citizenship or residency requirements for directors, officers or shareholders.

Following tax benefits are applied: Belize IBC’s are exempt from income tax, from taxes on all dividends paid, from taxes on all interests, rent, royalties, compensations and other amounts paid, from taxes on capital gains on shares, debt obligations or other securities.

List of main advantages:

Flexible Structure.
An IBC is exempt from any tax to the Belizean Government.
It is allowed to have a low authorized and paid-in capital in relation to the value of the asset or the extent of the liabilities of the corporation.
Liability limited to the amount of the nominal value of the shares. Shareholders are not liable for any amount over the nominal value of their shares.
The requirement of at least one shareholder. Shareholder can be another company (or trust).
No limitations as to conditions on nationalities.
Meetings of Directors can be held anywhere in the world.
Meetings of shareholders may be held any where in the world, provided the articles of incorporation make that possible.
Minutes of shareholders meetings are not mandatory.
Incorporation and shareholders need not be the same person or entities.
Changes of shareholders or directors need not be filed with the Registrar of Companies.
No requirement to maintain a register of shareholders or directors.
No requirements for annual reports setting out the number of shares issued or the names of shareholder or directors.
The nominal value of shares may be determined upon date of issue.
Shares may be issued in bearer form, transferable by delivery (which adds to the confidentiality feature.)
Any company can buy back its own shares from shareholders. That is, there may be treasury stock.
No information relative to the company will be disclosed by the Companies Registry except that it exists, the location of its registered office and the identity of the resident agent.
The company can conduct any business not excluded by the Law or by the Company’s Charter.
Bookkeeping and annual accounts are not mandatory.
Company files and records may be held anywhere in the world.
Only the Memorandum and Articles are required for public recording.
Registration of Registers of Directors, Members, and Mortgages and Charges are optional.
There are easy procedures for liquidation of the corporation.
No business and directors licenses are needed.
No foreign exchange license is needed.
Only the Memorandum and Articles are required for public recording.
Registration of Registers of Directors, Members, and Mortgages and Charges are optional.
Shelf companies are available.
Besides, company re-domiciliation into and out of Belize is permitted, as well as registration in any foreign language. Belize’s legislation also facilitates speedy and simple incorporation, and its modern and computerized IBC Registry is able to incorporate a company within one hour.
Offshore bank account in Bahamas

The Belize Trust legislation offers some of the most flexible and robust features available anywhere today. These include:

• the English law against perpetuities does not apply
• the powers and duties of a Protector are set out
• the status of a Letter of Wishes is clarified
• Trustee appointment and removal provisions are flexible and allow for the appointment of a sole Trustee
• the law contains provisions to simplify the drafting of Trust documents
• asset protection provisions so that a Trust may not be set aside on the basis of claims from creditors or the order of a foreign court on account of divorce, bankruptcy, etc.
• prospective Settlors may create protective Trusts in their own favour
• other types of Trusts may be recognised (e.g. the Islamic Waqf and the Chinese Family Settlement)
• registration of the Trust is optional
• both charitable and non-charitable Trusts are allowed
• non-charitable Trusts may have a maximum duration of 120 years
• Trustees may be given full discretionary powers

Belize bank accounts

The Enactment of the Belize Asset Protection Trust Act 1992 was a much anticipated event. Word had got around that a new piece of trust legislation was in the works in Belize and a great deal of enthusiasm was generated by the prestigious names associated with its creation. Mr. Milton Grundy, President of the International Tax Planners Association, and Dr. Phillip Baker of Gray’s Inn Chambers in London led a blue ribbon panel of draftsmen, including Allen & Overy in London and several tax and estate planners in the U.S., in designing the Act.

The Trust Act itself was well received. Reviewers were enthusiastic. One review described it as “perhaps the most advanced trust legislation in the world.”, and for many practitioners Belize became the jurisdiction of choice for domiciling asset protection trusts.

For all its apparent success, however, the Belize Asset Protection Trust Act 1992 remains largely misunderstood technically by practitioners (and in particular its offshore asset protection provisions). It is not uncommon, for instance, for commentators, especially those doing fairly superficial reviews, such as multi jurisdictional comparisons, to list Belize as a Jurisdiction that has not repealed the so called “law of fraudulent conveyances” as it relates to trusts created in Belize. In fact, the exact opposite is true, the Belize Trust Act expressly excludes the operation of this law. This, moreover; is just one of the many misconceptions that have gained currency regarding the Act and its operations; other examples abound.

The misconceptions: are, however, entirely understandable – arising, as they do out of two complicating circumstances. The first is that the Trust Act presupposes an intimate familiarity with the common law and statutory background against which it was enacted. The second is that the innovative approach that the drafters adopted is so straightforward that it disorientates many practitioners.

To understand, for example, how the Act deals with the issue of fraudulent conveyances, it is necessary first to appreciate that the law of fraudulent conveyances was not and is not now a part of English Common Law as it was received in Belize. The law of fraudulent conveyances is entirely a creature of statute. At Common Law a transfer of property could not be set aside on the grounds that it was effected to defeat the claims of creditors. It took an Act of Parliament, acting under the persuasion (some would say “duress’) of powerful banking interests, to grant creditors this remedy. The Statute of Elizabeth, as it is now called, created the first fraudulent conveyance law in 1571.

To exclude the operations of the law of fraudulent conveyances, therefore, it is not necessary to amend or exclude any of the common law, it is necessary to exclude only the operations of this particular statute. In Belize, the relevant provisions of the Statute 0f Elizabeth were re-enacted into Belize Law by Section 149 of the Law of Property Act.

The Belize Trust Act expressly excludes trusts created in Belize from the operations of this Section. Subsections (6) and (7) of Section 7 the Asset Protection Trust Act provide as follows.

7 (6) where a trust is created under the law of Belize, the court shall not vary it or set it aside or recognize the validity of any claim against the trust property pursuant to the law of another jurisdiction or the order of a court of another jurisdiction in respect of:

the personal and proprietary consequences of marriage or the termination of marriage.
succession right (whether testate or in-testate) including the fixed shares of spouses or relative; or
the claims of creditors in an insolvency.
Subsection (6) above shall have effect notwithstanding the provisions of section l49 of the Law of Property Act, section 42 of the Bankruptcy Act and the provisions of the Reciprocal Enforcement for Judgments Act.

As noted earlier; section 149 of the Belize Law of Property Act (which is excluded by section 7(7) of the Asset Protection Trust Act) re-enacts the provisions of the Statute of Elizabeth. To a reader familiar with the statutory and common law background against which the Belize Trust Act was enacted it is immediately obvious, therefore, that a trust created under the law of Belize is excluded from the provisions of the law of fraudulent conveyance (as regards claims arising under any foreign law).

Subsection (2) of Section 7 of the Asset Protection Trust Act is a further source of misconception amongst practitioners. This section provides that a trust shall be invalid and unenforceable to the extent that the court declares that the trust was established by duress, fraud, mistake, undue influence or misrepresentation. Here to, a reader familiar with the law of Belize will recognize that “fraud” in this context means “an action of deceit at common law”. It is distinct from the statutory provisions originally enacted in the Statute of Elizabeth and now contained in the Belize Law of Property Act, which render void-able voluntary conveyance made with intent to defeat creditors.

The other circumstances that has resulted in misconceptions regarding the Belize Trust Act is, as noted, the radical and innovative approach of the drafters of the Act. Practitioners who are familiar with having particular issues addressed in a particular way in the trust legislation of other jurisdictions are disoriented by Belize’s departure from traditional solutions.

Thus, for example, most of the offshore asset protection trust jurisdictions attempt to deal with fraudulent conveyance claims by mandating a statutory limitation period and imposition of other procedural requirements for the prosecution of such claims. The period may vary from six years (the standard limitation period for most actions) to two years in the case of more aggressive offshore asset protection jurisdictions such as Nevis, the Turks & Caicos and the Cook Islands. In effect, in these jurisdictions the law of fraudulent conveyances continues to apply to trusts created in the jurisdiction, subject however to time constraints – in effect a half-way house approach.

Recent judicial decisions in the Cook Islands and the Commonwealth of the Bahamas have demonstrated the hazards of this approach. In 515 s. Orange Grove Owners Association v. Orange Grove Partners, the Cook Islands Court interpreted the limitation of actions provisions in their so called “Statute of Elizabeth Override Legislation”, i.e. the International Trust Act of 1984, in a way that stunned practitioners.

The case turned on the question of whether the relevant statutory limitation period started to run (a) from the date the trust was created, or (b) from the date on which the judgment which it was sought to enforce against the Settlor was issued. The court on a preliminary application for an interim injunction held that the limitation period started to run from the latter date (enforcement action). After reversal by the High Court, this decision was confirmed by the Court of Appeal. In delivering the decision of the Court of Appeals, Sir Duncan McMullin said, “it should not be lightly assumed that parliament intended to defeat the claims of creditors by allowing international trust to be used to perpetuate a fraud against a creditor”. The Court also commented: “we would be loathe to interpret the International Trusts Act as a statute which was intended to give succor to cheats and fraudsters by totally excluding the legitimate claims of overseas creditors. We cannot think that parliament ever intended that by passing the International Trusts Act the Cook Islands should become the Alsatia in the South Pacific from which the commercial comity of nations was completely ousted. “This dicta, particularly the reference to “cheats and fraudsters”, suggests that the learned Judge of Appeals failed to distinguish in his mind between common law fraud, i.e. deceit, on the one hand, and a transfer to defeat the claims of creditors on the other. This failure resulted, in great measure, from the half-way house approach adopted by the drafters of the (Cook Islands) International Trusts Act.

One commentator noted, “this holding goes a long way towards gutting the Cook Islands legislative scheme, because it gives creditors who first obtained a judgment in the United States the ability to sue on the judgment in the Cook Islands, without being barred by the “Statute of Elizabeth Override”. The effect of this decision has been considerably mitigated by subsequent legislative events in the Cooks. Nonetheless, the case does illustrate the hazards of adopting the traditional statutory limitation period solution to the fraudulent conveyance issue.

A similar problem arose in the Bahamas which has also adopted a half-way house approach to The Statute of Elizabeth. In Grupo Tomas v. S.F.M. Al – Sabal, Chemical Bank & Trust (Bahamas) and Private Trust Corporation, the case turned on the same question, i.e. whether the statutory limitation period had expired before action was brought. In refusing to discharge an interlocutory Mareva injunction against the assets of the “Bluebird Trust”, (a trust created under the law of the Bahamas by one Sheikh Fahad), senior Justice Joan Sawyer said: “aside from the fact that there is no evidence that the Bluebird Trust was established to avoid or minimize Sheikh Fahad’s or his family’s exposure to taxes either in England or in Kuwait, it seems to me that it is one thing to ascribe to the parliament of the Bahamas an intention to make the Bahamas more attractive as a “tax haven” by encouraging the establishment in this jurisdiction of what is referred to in some commercial circles as “offshore asset protection trust”. But it is quite a different matter to attribute to parliament an intention of allowing the Bahamas’ position as a legitimate tax haven to be used as a cover for fraudulent activity which has little or nothing to do with a minimization of taxes or the protection of honestly acquired assets from the sometimes unreasonable demands placed on those assets, e.g. as a result of an award of damages against a professional person.”

While senior Justice Sawyers comes much closer than does Sir Duncan to recognizing the distinction between fraud at common law and statutory conveyances, i.e. transfers to defeat the claims of creditors, the distinction is still not clearly drawn. Here too, the failure clearly to make this distinction arises from the decision of the Bahamas Parliament merely to limit rather to exclude altogether the operations of Statute of Elizabeth as it relates to trusts.

Belize Asset Protection Trust Removes Fraudulent Conveyance Invalidation Arguement

Belize, on the other hand, adopts an entirely different approach. Rather than applying a statutory limitation period to the Statute of Elizabeth provisions, it excludes these provisions altogether. In this context the question of whether the Settlor intended to defeat the claims of the creditor is irrelevant. In the absence of actual fraud, i.e. deceit, in the establishment of the asset protection trust, the assets of a Belize trust cannot be attached to satisfy the judgment of a foreign court based on any foreign law. This is so even if the transfer is done with the specific intention of defeating the claims of creditors, and whether the claim and/or the judgment arose before or after the trust was created.

This unequivocal position of the Belize legislature is of great assistance to judges who have to consider specific applications of the Belize Asset Protection Trust Act.

In Securities and Exchange Commission v. Banner Fund International the U.S. SEC. Applied for an order to compel the trustee for a Belize trust to disclose information and surrender certain assets of the trust. On the substantive hearing of the application the Supreme Court of Belize refused the order on the ground (inter -alias) that the application contravened the relevant provisions of the Belize Asset Protection Trust Act.

Mr. Justice Traodio J. Gonzales noted: “…the Asset Protection Trust Act goes to great lengths to reserve jurisdiction over Belize trust to the Belize Courts. Section 7(2) of the Act provides that only a Belize Court has the power to declare a Belize trust invalid. By section 7(6), Belizean Trusts are granted specific immunity against the judgments of foreign courts or claims based on the law of any foreign jurisdiction. In a jurisdiction, such as Belize, which offers international investors confidentiality and protection of their assets against foreign litigants and which has passed law towards those ends, it is important that judges, mindful of the legislature’s intention as set out in the law, support these principles of confidentiality, inviolability and exclusivity of jurisdiction”.

Clearly, a Belize judge, buoyed by the unequivocal exclusions of the operations of the Statute of Elizabeth that obtains in the Belize Act, can afford to be bolder in rejecting “fraudulent conveyance” claims based on foreign law than can his colleague in jurisdictions that merely limit rather than exclude altogether the Statute.

Understanding the operations of the Offshore Belize Asset Protection Trust Act (and particularly its asset protection features) requires both detailed knowledge of the legal background against which the legislation was enacted, and the careful study of those features of the Act that depart from traditional solutions. As recent judicial decisions have demonstrated, however, the advantages conferred by the Belize Asset Protection Trust Act may well be worth a detailed study of its innovations.
Professional mediation services

Belize Offshore Company Formation Requirements

DIRECTOR: Minimum of one Director. Corporations are permitted.

SECRETARY: A Secretary is not required.

SHAREHOLDER: Minimum of one Shareholder. Corporations are permitted.

Shareholder(s) and director(s) may be the same.

SHARES & CAPITAL: The standard share capital is USD 50,000.00 divided into 50,000 shares of USD 1.00 each. Shares can be issued with or without par value. Bearer shares are permitted, but they must be held at the registered office.

NAME OF THE COMPANY: Must end with one of the following suffixes: Limited or Ltd.; Corporation or Corp.; Incorporated or Inc.; Société Anonyme or S.A.; Sociedad Anonima or S.A.; Besioten Vennootshcap or B.V.; Gesellschaft mit beschrankter Haftung or GmbH; Naamloze Vennootschap or NV.

Other Information About Belize Offshore Companies

Status of the company: Belize International Business Company (IBC).

Incorporation of Belize company takes 48-72 hours.

According to the Belize IBC Act of 1990, offshore companies are exempted from all taxes and stamp duties.

There is no requirement for filing annual returns or audited financial statements with the Belize authorities.

The Belize incorporation documents do not carry the name or identity of the shareholder(s) or director(s). As such no names appear on the public record.

The object of the Company is to engage in any act or activity that is not prohibited under any law. The Company can not carry on business with Belize companies or individuals resident in Belize.

Belize Incorporation Package Includes

Certificate of Incorporation,

Memorandum and Articles of Association,

Appointment of the First Director,

Registered Office service to December following incorporation,

Registered Agent service to December following incorporation,

First year Government fees,

Share certificates,

The complete corporate package is delivered by express courier.

Incorporation Fees For Standard Belize Company Formation

Government fee – USD 100.00

Registered office – USD 200.00

Registered agent – USD 200.00

Incorporation fee – USD 550.00

www.offshore-pro.info

Belize is an independent country located on the Caribbean Sea in mainland Central America with Mexico to the North and Guatemala to the South and West. It has a population of about 250,000 and covers an area 8,867 square miles. For nearly 4,000 years, it formed the keystone of the empire of the ancient Maya who developed, what was for their time, the most advanced civilisation in the New World. English is the official language although Spanish is also widely spoken.

A Belize IBC is an offshore company, which conducts its trading and business outside of Belize.
Belize’s legislation also allows an IBC to carry on the following activities within Belize:

Make or maintain deposits with local banks in Belize;
Make or maintain professional contact with persons in Belize;
Prepare or maintain books and records within Belize;
Hold meetings of its directors or members within Belize;
Hold lease of property for use as an office in Belize;
Own a vessel (s) registered in Belize in accordance with the Registration of Merchant Ships Act, 1989;
Hold shares in another Belize IBC
Company law
International Business Companies Ordinance, 1990.

Incorporation of an IBC
Only licensed Registered Agents may organize IBC’ s by subscribing to a Memorandum and Articles of Association in Belize. The usual procedure is for a nominee to act as incorporator. Our company, Kyriakides, Savvides & Associates, offers the service of sole incorporator.

Incorporation With a Belize IBC

re-domiciliation into and out of Belize is permitted;
registration in any foreign language is permitted.
In addition, Belize’s legislation facilitates speedy and simple incorporation, and its modern and computerized IBC Registry is capable of incorporating a company within one hour.

Advantages
Belize’s modern and up to date offshore legislation provides for maximum flexibility in global asset protection and tax and investment planning. As a result, an investor can realize many competitive advantages in areas such as:

Taxation
A Belize IBC is exempt from…

the payment of all forms of local taxation;
the payment of stamp duties for transactions in respect of its shares,
debt obligations or other securities;
the payment of stamp duties with respect to all instruments relating in any
way to its assets or activities.
Exchange Control
A Belize IBC is not subject to exchange control regulations.

Security and Confidentiality
With a Belize IBC… – disclosure of the beneficial owner(s) is not required; – share register may be inspected only by a shareholder; – nominee shareholders and bearer shares are permitted; – assets are protected from confiscation or expropriation orders or similar actions by foreign governments.

Filing Requirements
With a Belize IBC… – only the Memorandum and Articles are required for public records; – the registration and deregistration of Registers of Directors, Members, and Mortgages and Charges are optional.

Cost Savings: With a Belize IBC

No minimum capital is required;
No audit of accounts is required;
No filing of annual returns is required;
Only one shareholder and one director are required, who may be corporate;
No company secretary is required;
No annual general meeting is required;
Meetings may be held outside of Belize and may be by telephone or other electronic means;
Shares may be issued with or without par value and in any currency.
Annual Franchise Tax
An IBC must pay an Annual License Tax to the government of US$100.00. The amount of this tax depends on the authorized capital of the company. If the annual license tax is not paid due date on the corresponding last penalty date (July 31st), the company is stricken-off-from the Register. However, it may be subsequently restored by payment of a fine.

10% until 31st October, of each year.
$40 additional until 31st December, of each year.
“Struck off date”: December 31st.
Restoration Fee of US$300.00 every six months: (January 1st and July 1st)
Please note that on the next year following the year of incorporation, we shall send the client a reminder on when and how to pay the Annual License Fee and Register Agent and Office fee.

Registered Agent/Registered office
An IBC must elect a Registered Agent and a Registered Office within the territory.
Every IBC, by a resolution of directors, may amend its Memorandum to change the place of its Registered Office or to change its Registered Agent.

Board of Directors
The business and affairs of the company shall be managed by a Board of Directors, that consists of one or more persons who may be individuals or companies. The name(s) of director(s) are not matter of the public record.

Books, records and Common seal
An IBC must have a corporate seal (which may be kept outside or within the territory of Belize) and an imprint thereof must be kept at the IBC’s Registered Office in Belize. Seals must be used if the company enters into a contract which, if entered between natural persons, would be required by law to be writing and under seal. An IBC shall keep such accounts and records as the directors consider necessary or adequate in order to reflect the financial position of the company, at the Registered Office of the company in Belize or at such other place outside Belize as the directors determine.

Powers of attorney
An IBC may grand general or special Powers-of-Attorney to any person, to act on its behalf and to execute contracts, agreements, deeds and other instruments. These powers are not recorded in the Public Registry.

Certificates of Good Standing
Good Standing Certificates for an IBC, can be obtained upon application to the Registrar of Companies.

Register of Shares
There is no public record of shareholders. Every IBC is required to keep one or more Registers of shares and shareholders, and at least one copy thereof must be kept at the Registered Office of the company in Belize. In order to comply with the law, it is mandatory that the Registered Agent be informed of any changes in the Register of Shares.

Bearer Shares
Bearer shares are allowed in this jurisdiction. Nevertheless, in accordance with the Regulations of June 2001, which are in force since July 2001, the Registered Agent is required to maintain physical custody of all bearer shares certificates on behalf of the client. This regulation applies to companies organized after July 1st, 2001.

Transfer of jurisdiction
A Belize company may transfer its domicile to a foreign jurisdiction permitting such transfer. A company organized under any foreign jurisdiction may continue its existence as a Belize company upon approval of the necessary Resolution by the Board of Directors or other proper corporate body under the governing provisions of its original jurisdiction. Upon registration of the Articles of Incorporation with the Registrar of Companies, the Registrar will issue a Certificate of Transfer of such a company which will then continue as a Belize company regardless of provisions to the contrary under the laws of its former jurisdiction.

Amendments:
The Memorandum and Articles of Association may be amended by either a resolution of directors or of shareholders and the record of the amendment filed with the Registry of Companies.
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Registration of a company in Belize is open to every person and corporation from all over the world. The process and efficiency of company registration has been simplified to attract many investors as possible. The Belizean government has enforced laws that favor offshore companies and business enterprises through the International Business Company (IBC). The Belize company formation has and is still attracting many investors. This is because it’s tax free and enjoys the legitimacy of world’s business and investment boost. Technological development has thus enabled Belizean government to make registration easy and may only take few days.

To register a company in Belize, a person or a company registering need to ensure that the following factors are given serious consideration:
> Identify an agency that can help in the process of company formation. The agency must be a company that will help in opening a bank account necessary for the company’s registration. The bank account should a legal bank account with own IBAN account number and it must be in a place where the bank has a SWIFT code.
> The Belize government requires that the company to be registered be able to identify its would-be clients.

After these factors have been taken into account, the registration requirements are therefore provided to start the whole process of ensuring that you have the company or corporation registered:

• Identify the suitable name for the company. The search is best done at the Registry of Companies.
• Present the memorandum of understanding and the Articles of Association at the Registry of Company offices.
• Obtain a trade license from the Belize City Council. This is non-payment service and done to offer legality for the company registered. The city council will inspect and give the trade license after the payment.
• Register the company at the income tax department. This will help the government in tax collections.
• Make registration of your company at the GST (General Sales Tax) offices. The general tax registration will show the genuineness of operating the specified offshore business.
• Finally, the workers that are expected to work in the Business Corporation or company should be registered at the Social Security Board. This ensures current and future safety of all the workers.

To help the Belizean government curb crime and the fraudulency that takes place during formation and the registration of a company, there are documents that must be submitted upon registration. These also come along with the fee for government filing and storage. The following articles are presented: an Incorporation Certificate, a Memorandum of Understanding and the Articles of Association, the letter of appointment of the directors of the first term, the name of the nominated shareholder (this is only presented if required), a special declaration from the nominee stakeholder, the share certificates, the register of stakeholders, managers and directors, the registered agent services and the document showing the legal office of the company.

However, for Belize offshore companies, there are renewable fees that must be paid every year. The renewable charges are; Government fees which is paid annually, the fee for the registered agent which is also a yearly payment and lastly, the fee paid for the company’s registered office. The fee for this office must always be renewed at the beginning of every year.
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Belize, formerly known as British Honduras is a tiny country in Central America.

With 8,867 square miles (22,960 km²) of soil and 320,000 inhabitants, the population density is the lowest in the Central American region. Belize is shaped like a rectangle that extends almost 280 kilometers (170 miles) north-south and approximately 100 kilometers (62 miles) east-west, with an overall land boundary length of 516 kilometers (321 miles).

Being only two hours from the United States, this country’s currency Belize Dollar has been tied to the U.S. dollar at an official rate of two Belize Dollars to one US dollar.
English is the official language of Belize due to being a former British dependency. This makes offshore company formation and business as a whole less complicated for those planning on investing in Belize.
Very inviting reasons for investing here are zero tax (Article 130 of the Belize IBC Act) and no reporting obligations.

Belize offshore companies (IBCs) are not obliged to prepare or file any financial accounts. These and some other factors combine into making Belize an extremely enchanting place for investors interested in moving their business activities to such a tax haven. That could be the reason offshore investing provides huge part of the government’s profits, and is one of the “keystones” of the country’s growing economy.
Booming tourism combined with a very good business climate for offshore investors, supports most of the country’s economy. Being a member of the British Commonwealth provides a balanced governmental and business environment.
Belize is a constitutional monarchy and parliamentary democracy on the Westminster model. Queen Elizabeth II is head of the country and is represented in Belize by Governor General Dr. Colville N. Young, who is a Belizean and Belize’s second governor general. The primary executive organ of government is the Cabinet directed by a Prime Minister (head of government). Cabinet Ministers are members of the majority political party in Parliament and normally hold elected seats in the National Assembly concurrently with their Cabinet positions.
Belize with its English speaking citizens and a pro-business government, has implemented laws that are very friendly to investors, and have minimal regulations.

While there are a plenty of options, when it comes to formation of an offshore company, Belize appear to offer everything a savvy investor should look for.
Offshore Pro Group