Formation of Companies in Belize

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.