Belize Company formation
Time frame for incorporation: 1-2 days
Belize currently offers one of the most competitive and attractive offshore corporation laws in the world, in conjunction with offshore trust legislation, robust secrecy provisions and a competent offshore services sector.
Why choose Meridian Trust for your Belize Company formation?
People on the spot: We are your Belize Company formation agents. We also guide you with our experience and expertise towards establishing the most appropriate set-up for your Belize Company requirements.
Ethical: Our legal, tax and company formation professionals all endorse the codes of conduct and ethics they are obliged to uphold by their various governing bodies.
On-going support: We do not abandon you once your Belize Company is functional! On the contrary, we continue to offer our expert support and advice so that you gain the utmost worth from your Belize Company.
Understanding: Our international clientele includes financial advisors, law firms, business consultants and tax advisors, so we know exactly what you expect of us.
A free initial consultation: Please call us on +357 24812050 or send us an email. We look forward to talking to you.
Belize - the offshore jurisdiction that beats the clock
Belize provides same-day offshore incorporations as standard. It will often take only a few hours to register a new IBC in Belize! Moreover, due to its location, it may very well turn back the clock. Belize is 14 hours behind Hong Kong, and 7 hours behind London. So, when the business day has already closed in either Far East or Europe, the day only dawns in Belize. So, when You are really pressed to have your offshore IBC registered TODAY, but your "today" has already expired, you can still get your incorporation done under today`s date - in Belize!
In many other respects, too, Belize beats the competition.
Belize is the only country in Central and South America with English being its official language. A continental country with diversified and robust national economy, Belize does not stand out as a distinct "tax-haven". However, it actually is a tax haven, as good as they come.
Belize does not disclose information under any information-exchange agreements to any foreign parties on grounds of suspected tax evasion or similar grounds. Client confidentiality is strongly enshrined in the Belizean business legislation. In these terms, Belize is arguably the most secure and confidential offshore jurisdiction.
Belize - Advantages of the Jurisdiction
These are some of the general advantages of Belize as an offshore tax shelter jurisdiction:
- Belize has probably the fastest IBC Registry in the world. New IBC`s are usually incorporated within 24 hours.
- Belize IBC`s are properly free from any tax in Belize, with only a few simple pre-conditions.
- 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.
- Belize IBC`s are free from any reporting requirements.
- Belize has an outstanding record of peace, democracy and stability. Belize is a member of the British Commonwealth, the United Nations and the Non Aligned-Movement. 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 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. In terms of potential risk of information disclosure to foreign governments (including US!), Belize is arguably the most secure and confidential offshore jurisdiction.
- Unlike most other offshore tax havens, Belize is not an island and has a fairly robust and diversified national economy. At the same time, offshore services industry contributes significantly to the country`s earnings. Therefore, there is a wide support among the government and the general public to further develop Belize as a premier offshore financial centre. Belize is the only country in Central and South America having English as the official language.
- Belize is easily accessible by sea and air, has modern telecommunications. It`s time-zone location (1 hour behind Eastern Standard Time) make it particularly convenient for communications from the whole of the American continent.
The Most Important Characteristics of a Belize company in Detail
Super-fast incorporation (that beats the time)
Belize provides probably the fastest IBC incorporations in the world. Same-day incorporations are standard in Belize - in reality, new IBC will usually only take a few hours to register! This is due to the highly-efficient, computerised registration system introduced by the Company Registry of Belize. How does it beat the time? Easy.
When it`s only 10AM in Belize, it`s already midnight in Hong Kong, and 5PM in London. So, while the business day has already finished in the Far East and Europe, it has just started in Belize. This means that you can still incorporate your IBC with TODAYS´ date in Belize, even if "your" today has already closed for business. This has proved to be especially useful for clients based in the Asian jurisdictions. You can spend your whole day negotiating that important business deal! When it´s done, no worries about the new IBC incorporation - it can still be made in Belize, today!
A Belize International Business Company, by the definition of the law, is not subject to any tax or duty on income or profits. These provisions are provided by Article 130 of the Belize IBC Act.
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 incorporated under the Belize IBC Act; 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.
(!) Essentially, a Belize International Business Company is a completely tax-free offshore company, for as long as it complies with a few easy conditions. These conditions are listed in the Article 5 of the Belize IBC Act, where the requisite characteristics of the Belize IBC are stated. 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). A Belize IBC may pursue specific financial activities like ones of a trust business, banking, insurance and investment management, but it needs to undergo a specific licensing for that purpose.
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.
A fixed Government license fee instead of taxes
For all its incredible fiscal benefits, a Belize International Business Company must pay a fixed annual fee to the Belize Government. For most International Business Companies, this Government fee stands at $100 per year.
The actual amount of the Government fee depends on the amount and type of the authorised capital of the IBC, as follows:
For an IBC whose authorised capital does not exceed $50,000 with all shares having a par value, the annual Government fee is $100.
For an IBC whose authorised capital exceeds $50,000 with all shares having a par value, the annual Government fee is $1000.
For an IBC where some or all of its shares have no par value, the annual Government fee is $350.
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.
Why Belize is probably the most secure tax haven?
Around 1990 Belize introduced a series of offshore financial services laws, intending to position itself as one of the most attractive tax havens in the world.
At that time, Belize has learned from the successes and mistakes of other offshore tax haven, who have been around for many years by that time - notably, such jurisdictions as Gibraltar, British Virgin Islands and the Bahamas. Taking in the best examples, Belize designed its legislation carefully, with a clear-cut aim of becoming THE most attractive tax haven among all.
At first, in 1991, Belize began by establishing the legal basis for creation of offshore companies (IBC`s) and then progressed towards offshore trust laws. These were developed and refined throughout the nineties.
In 1996 the United States of America began to pressurize Belize into joining a Mutual Legal Assistance Treaty (MLAT). Such treaties exist between the powerful high-tax nations and most of the rest. Such a treaty normally establishes information exchange procedures between both countries. In many cases, information under a MLAT can be requested on fairly large variation of grounds, in particular when pursuing administrative cases of tax investigation. Otherwise confidential information, like banking records of residents and non-residents may become available to the requesting country under the procedures established by the MLAT.
As a result of the targeted crack down on tax havens by the US and the EU, many former colonies and countries, especially the ones closely affiliated with the UK and US, are routinely forced to share confidential information on non-residents, or even to eliminate tax haven benefits altogether. The world´s superpowers can inflict serious economic damage through trade embargos and restrictions on international aid to countries they feel are offering "harmful" tax benefits. Some offshore tax havens have succumbed to this sort of pressures and have either agreed to share sensitive information or to eliminate their offshore tax benefits entirely.
Belize has indeed agreed to sign a Legal Assistance Treaty with the US, but with limitations. It only agreed to share the information where it would help to combat uniformly recognized crimes as drug trade and international terrorism.
Most importantly, Belize refused to disclose any banking or fiscal information where the stated grounds for its request was suspicions in tax evasion or any tax-related offences at all.
This lack of complete co-operation was met hostility by the United States. At a time, the US punished Belize by "blacklisting" it as a country unwilling to co-operate in the global fight against international drug trade and money laundering. These were largely wrongful accusations, but nevertheless Belize faced restriction of foreign aid, world political isolation and an economic crisis. Many other countries have already cracked under such pressure.
Belize remained true to its original course and continued to refuse fiscal information to the US. Furthmore, Belize introduced a highly attractive Offshore Banking Act, which among other things sought to attract international banks to establish their offshore arms in Belize. In line with the uprated offshore banking legislation, Belize strengthened its bank privacy rules while at the same time introducing comprehensive "Know Your Customer" (Due Diligence) regulations in its banking sector. These anti-money-laundering regulations were largely a mirror image of similar rules in force in the United States itself.
As a result the EU and the US could not implicate Belize in failing to assist with the international prevention of money laundering, because the respective financial regulations in Belize were not at all worse than the ones in the US. Blacklisting had to be removed. By refusing to bow to world superpower pressure and by steadily developing and improving its offshore laws, Belize has gradually emerged as one of the most credible and safe offshore financial havens. It`s legal infrastructure has been designed and tested to ensure total privacy and provide complete asset protection - even for residents of the United States and the European Union!
Provisions against confiscation
Where a foreign governmental authority, by means of expropriation, confiscation, coercion, force or duress or similar action; or by means of any confiscatory tax, assessment or other governmental charge, takes or seizes any shares or interest in a Belize International Business Company, the company may apply to the court in Belize for a court decision ordering the company to disregard the attempted seizure and continue to respect the rights of the shareholder of the Belize IBC. In particular, the Belize court may appoint a third-party trustee to hold the shares in the disputed company.
Minimum capital requirements
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. (Authorized capital is a notional amount of capital which the company may receive from its shareholders in consideration for the company shares.) The amount of the authorized capital can be freely determined at incorporation by the owners of the IBC and there are no mandatory timeframes as to when such capital must be paid up by the shareholders - however, there is a requirement that at their issue, the shares in an IBC must be paid up.
All in all, the capital structure of a Belize IBC can be extremely flexible and can accommodate all variety of business circumstances and needs.
The capital of a Belize IBC may be expressed in any currency. The most popular currency of capital for a Belize IBC is US dollar.
The amount of the fixed annual Government fee, payable by a Belize IBC, depends on the amount of the stated authorized capital of the IBC. The "optimum" amount of authorized capital is $50`000 for an IBC with all shares having a par value. This is usually the standard amount of authorized capital stated for new IBC incorporations. However, the owners may certainly designate any other amount of authorized capital for their IBC - be it one dollar or a hundred million dollars.
For those IBC`s, whose authorized capital is more than $50`000 (from there, it can be any figure), the annual Government fee jumps tenfold to $1000. For an IBC where the exact face values of its shares are not determined ("no par value shares") the fixed Government fee is $350.
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.
Flexible corporate structure
A Belize IBC may have a minimum of one shareholder, one director, both of whom may be the same person. 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 (the directors` function in a company executed by another company) 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. If necessary, meetings of the board of directors, or shareholders, of a Belize IBC may be held by telephone or other electronic means. Directors, as well as shareholders, may vote by proxy.
The directors of a Belize IBC may appoint any officers or agents to represent the Company. Subject to the Memorandum and 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 of the IBC; 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.
The internal corporate structure of the Belize International Business Company can be designed in accordance with the widest variety of requirements. It may be well designed to suit an one-man business operation, or to accommodate a complex, multiple-shareholder structure with an elaborate system of internal controls and management systems.
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. Shares of a Belize International Business Company may be issued in bearer form (to the bearer). However the bearer shares may not be issued to their actual owner but may only be kept in custody of the Registered Agent in Belize, who should also know the identity of the actual owner of the bearer shares.
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.
Name requirements for Belize IBC`s
A Belize IBC may not be registered under a name that is identical to the name of an existing Belize company. The registration of a new IBC in Belize may also be refused if its name so nearly resembles the name of another company as to be calculated to deceive, except where the other company gives its express consent.
The name of a Belize IBC may not contain the words "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Municipal", "Royal", or any word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of Her Majesty Queen of England or that of a member of the British Royal Family. Similarly, the name of a Belize IBC must not suggest any connection with the Government of Belize or any of its departments.
A Belize IBC may not register the name containing the words "Assurance", "Bank", "Insurance" or "Trust", or any or their derivatives or cognate expressions, unless it is specifically licensed in Belize to carry on the respective business or activities, as designated by such word.
Generally, the Registrar of Companies may refuse the registration of any particular name of a Belize IBC if, in the opinion of the Registrar, such name is indecent, offensive or, in the opinion of the Registrar is otherwise objectionable. There is a general provision in the Belize IBC Act allowing the Registrar to deny registration of any such "undesirable" name at the Registars` discretion.
The name of a Belize IBC must be registered in Roman script, but an alternative name in any other script may be registered, if it represents an accurate translation of the name registered in Roman script.
The name-endings denoting the type of company
The name of the Belize IBC must contain any of the words "Limited", "Corporation", "Incorporated", "Society Anonyme" or "Sociedad Anonima" or "Aktiengesellschaft" or the abbreviations "Ltd.", "Corp.", "Inc." or "S.A." or "A.S." or "A.G." A company may use and may be legally designated by either the full or the abbreviated form of these limited liability designations.