Offshore Company
Formation Belize:
Professional offshore incorporations
and offshore banking services
Offshore Company
Formation Belize
Belizean laws allow for the following
categories of business ownership:
- Private Companies
- Limited Liability Partnership
- Limited Life Companies
- Joint Ventures and
Cooperatives
- Partnership
- Sole Proprietor
- Public Investment Companies
- International Business Companies
- Trust Funds
However, almost all
offshore or foreign businesses use the International Business Company or
Trust forms, sometimes in combination.
Belize International Business Company
An International Business Company
(IBC) is formed under the International Business Company Act 1990.
An IBC is formed by
filing Articles and Memorandum of Association along with the required
fees. The following are the main characteristics of an IBC:
- There is no minimum paid up
capital requirement, and capital may be expressed in foreign
currency;
- An IBC may issue bearer
shares and shares of no par value; but bearer shares must be
held in the custody of a local registered agent;
- Subscribers may include an
individual, a corporation or a Trust;
- A company may have nominee
shareholders using local licensed registered agents;
- There is a minimum of one
director, who can be an individual or a corporation;
- A secretary is not required
(but can be useful);
- Each company must maintain a
Registered Agent and a Local Registered Office using licensed
individuals or companies - these are the only details about an
IBC that are available on the public file;
- There are no requirements for
an IBC to file details related to shareholders or directors or
for the filing of audits or accounting reports;
- No meetings are required of
directors or members;
- There are no exchange
controls for an IBC;
- Foreign companies may
continue (re-domicile) as Belizean IBCs, and vice versa.
The IBC act prohibits an
IBC from:
- Carrying on business with
persons resident in Belize;
- Owning an interest in real
property situated in Belize, except lease property for office
purposes;
- Carrying on banking business;
- Carrying on insurance or
reinsurance business;
- Carrying on the business of
providing registered agents/offices for companies.
Otherwise, a Belize IBC
may engage in any activity that is not unlawful in Belize.
Belizean IBCs are
specifically exempted from any form of income tax, capital gains or
transaction tax. Any IBC can conduct its business in any foreign
currency it may choose free of the Belizean government regulation or
restriction.
Among the many uses of
IBCs are:
- to establish securities
trading accounts in the United States, Canada and Europe, either
directly or through Belizean intermediaries;
- to hold title to real estate
in jurisdictions other than Belize;
- to collect commissions,
royalties or dividends or to re-invoice trade transactions.
Trusts established under
Belize law (see below) often incorporate a Belize IBC which serves as an
asset-holding device for the trust. This provides an added layer of
insulation, allowing the trust to withhold details of its existence and
beneficiaries from third parties such as bankers or brokers dealing with
the IBC.
Belize's legislation
facilitates speedy and simple incorporation, and its modern and
computerized IBC Registry is capable of incorporating a company within
one hour.
Belize Trusts
Belizean trusts are governed by
the Trusts Act, 1992, which was designed to incorporate modern and
flexible asset protection provisions. A validly set up Belize trust may
not be set aside on the basis of claims from creditors in another
jurisdiction, or the order of a foreign court on account of divorce,
bankruptcy, etc.
The Act provides for the
creation of a trust (other than a unit trust) by oral declaration, an
instrument in writing (including a will or codicil), conduct, operation
of law, or in any other manner whatsoever. A unit trust, however, may
only be created by an instrument in writing. A trust (other than a
constructive trust) over land situated in Belize is not enforceable
unless evidenced in writing.
Registration of trusts is
optional. Either the settlor or a trustee may apply to the Registrar. If
a trust is registered, a certified copy of the instrument creating the
trust (if any) needs to be submitted. The Register is not open for
inspection except when the trustee of a trust (in writing) authorises a
person to inspect the entry of that trust on the Register.
The maximum duration of a
trust (other than charitable trusts) under Belize law is 120 years from
the date of its creation. Trust income may be accumulated for a period
not exceeding the maximum duration of the trust.
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