Company registration in Belize
Company registration in Belize

Belize is a small constitutional monarchy in the Caribbean which has famed itself for offering attractive corporate and trust formation services for international investors from all over the world. The laws and regulations governing the corporate sector in Belize have been designed with the international investor in mind, offering attractive tax incentives, same day incorporations and minimal reporting requirements. As part of the British Commonwealth, English is the official language of the country and all documentation and legal proceedings are conducted in accordance with the British common law adding value and ease to corporations formed in Belize.

WHY BELIZE?

WHY NOT?

  • Same day incorporation
  • Low formation and renewal fees
  • OECD Whitelist Jurisdiction
  • 25% income tax (0% tax for LLCs on income derived outside Belize/ Resident IBCs 3% over 3milBZD & 1.75% under 3milBZD)
  • 5% tax on dividends, royalties or interest
  • No wealth or inheritance tax
  • No foreign exchange (FX) gains
  • Full exemption from business tax on passive income for non-tax resident companies with no physical presence in Belize (exceptions apply)
  • No capital gains tax from the sale of shares, other securities or immovable property
  • No stamp duty on property transfers, share transfers and other business transactions
  • Tax credit for foreign taxes paid and offset of any taxes paid on passive income abroad
  • No public access to accounts, director, shareholder or beneficial owner information
  • LLCs do not have the requirement to submit information about its members to the registry authorities
  • Strict, complex and demanding substance requirements that significantly rise operational costs and no infrastructure to support it
  • Untrustworthy reputation of a tax haven which may lead to difficulties with bank account opening and execution of business transactions with counterparties
  • All IBCs must register for a Tax Identification Number (TIN) post incorporation, regardless of the purpose or business activity and whether or not it shall be a tax resident in Belize. Failure to comply with this requirement will automatically deem the company as a tax resident of Belize and liable to pay taxes under the Belize tax regime
  • All company officials, including the beneficial owner of the company must be reported to the Company Registry
  • Some business activities are prohibited for International Business Companies
  • No access to VAT clearing

Belize is now on the Organization for Economic Cooperation and Development (OECD) whitelist which labels the country as a fully co-operative tax jurisdiction in line with all of the tax governance and transparency standards. Though this certainly is a major benefit for the jurisdiction as a whole, it has negatively impacted the appeal of the very popular International Business Company (IBC) due to the implemented changes to the tax regime and enforcement of very stringent economic substance requirements. The newly enacted tax regime may appear attractive at first glance however, for a company to be able to benefit from these incentives and the double tax treaties it must have local employees and physical offices with adequate expenditure in the country, which can become quite costly and difficult due to lack of facilities and sufficient qualified staff on the local market. To read more on the substance requirements for an IBC, please visit our Physical Presence in Belize section.

A Different and Better Solution

For those that already have an existing entity in Belize or are interested in incorporating a new one but are put off by the above-mentioned amendments to the legislation and do not wish to obtain a local tax residency certificate, we can offer another excellent and cost-effective financial instrument - the Belize Limited Liability Company (LLC). The LLC is a hybrid entity, combining some characteristics of a Corporation and a Partnership or Sole Proprietorship. Despite the fact that the setup structure of an LLC is different from a traditional Belize IBC in that it is primarily member or manager managed instead of directors and shareholders and does not issue shares but simply distributes dividends to members, it can carry out similar functions without being regarded as a substance related entity and thus is not subject to information exchange controls. Furthermore, this entity type has a very unique and significant asset protection benefit indigenous to Belize. The Belize International Limited Liability Companies Act, 2011, states that only rulings delivered by a court in Belize shall be enforceable against an LLC or any manager or member thereof, furthermore, any creditor bringing an action against any LLC assets, shall first need to deposit USD 50,000 or an amount equal to half the amount claimed (whichever is higher) with the Supreme Court Registry of Belize and even upon winning of the court case, the creditor can only become an assignee of the interests of the member against whom the action is taken and thus cannot partake in the management of the LLC nor enforce it to dispense funds to the creditor. This makes any legal proceedings against a Belize LLC not only expensive but in fact ineffective for groundless lawsuits, making it a distinguished financial vehicle for many business models. Should you require more information about this entity type or would like assistance to re-domicile your Belize IBC to an LLC, please contact our corporate team and we will gladly advise you on this relatively simple and inexpensive procedure.

Corporate Features of a Belize IBC and LLC

GENERAL

IBC

LLC

Incorporation Time

One Business Day

One Business Day

Local Registered Agent Required

Yes

Yes

Local Registered Address Required

Yes

Yes

Migration of Domicile Permitted

Yes

Yes

SHARE CAPITAL

No Issued Shares

Minimum Share Capital

No Minimum

No Minimum

Minimum Paid Up

No Minimum

No Minimum

Maximum Share Capital

No Maximum

No Maximum

Bearer Shares Allowed

No

No

SHAREHOLDERS

Minimum number

One

One

Maximum number

No Maximum

No Maximum

Publicly accessible records

No

No

Corporate shareholder allowed

Yes

Yes

Annual General Meeting Required

Yes

Yes

DIRECTORS

Minimum Number

One

One

Maximum Number

No

No

Local required

No

No

Publicly accessible records

No

No

Corporate directorship allowed

Yes

Yes

COMPANY OFFICIALS

Secretary Required

No

No

Local Secretary Required

No

No

Other Officials Required

No

At Least One Manager

COMPANY ACCOUNTS

Requirement to Prepare

Yes

Yes

Requirements to File Accounts

Yes

No

Audit Required

Yes

No

OTHER ANNUAL REQUIREMENTS

Government Renewal Fee

share capital up to US$ 50,000 US$ 150 per year

share capital over US$ 50,001 US$ 1000 per year

US$ 350 per year

Annual Return

Yes

Yes

Tax Return

Yes

No

Submission of Economic Substance Report

Yes

Yes

Contact our corporate team for more information on Belize companies. Our firm can guide you and assist you with meeting the substance requirements enacted in Belize or offer you excellent alternative solutions tailed to your business model. We can also you help you open a bank account in your jurisdiction of choice and take on the management and administration of your company including accounting and document drafting.

Company registration in 3 easy steps
  • 1 Choose your package
  • 2Submit documents
  • 3Get registration documents
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