Company under the Belize Companies Act
Law: Belize Companies Act 2022 (No. 11 of 2022), amended by Act No. 27 of 2023
The single company law of Belize, fully in force since 28 November 2022. It repealed the International Business Companies Act and the Companies Act; new IBCs can no longer be formed, and existing companies had until 28 November 2023 to re-register.
- Forms
- Limited by shares; limited by guarantee, with or without shares; unlimited, with or without shares; segregated portfolio companies and private trust companies. Foreign companies register under Part XV.
- Members and officers
- No statutory limit on the number of shareholders. A registered office in Belize and a licensed registered agent are required wherever a shareholder or director is neither Belizean nor from CARICOM. Alternate, nominee and reserve directors consent in writing and carry the same duties as other directors.
- Records
- Accounting records and underlying documents are kept for five years. Records are kept accurate and up to date, and the company gives the Registrar accurate information.
- Economic substance
- The Economic Substance Act 2019 applies to Belize-tax-resident entities carrying on relevant activities — core income-generating activities, staff, expenditure and premises in Belize, with a lighter test for pure equity holding.
- Tax
- Since 1 January 2020 the automatic IBC exemptions have ended, and foreign-source receipts fall within business tax, a tax on gross receipts with rates by activity. Exemption is conditional under section 106 of the Income and Business Tax Act, including tax residence elsewhere and no permanent establishment in Belize.
How owners use it
- Holding or trading company for Central American and Caribbean operations
- Holding company under a Belize trust or foundation
What comes with it
- A company that did not re-register by 28 November 2023 was struck off administratively; restoration is possible under section 222
- Banks ask for the OBRS e-certificate and the new nine-digit company number as evidence of re-registration
- The former IBC tax position no longer applies; banks ask for a tax-residence certificate or evidence of the business-tax exemption, with the economic-substance position and accounts
- Nominee declarations are on file with the Registrar wherever a nominee acts