Annual Maintenance of Offshore Companies


What happens if I don`t pay the annual IBC renewal fees?

Your IBC will become a zombie. Non-payment of annual renewal fees will make the offshore company lose its status of good standing. The IBC will also incur heavy late penalties and legal consequences.

Late payment of the Government duties in Belize will result in a 10% penalty fee if the payment is up to 3 months late, and 50% late penalty fee, if the payment is over 3 months` late. After that time, the Registrar of Companies will proceed to strike-off the company from the Registry for non-payment of fees.

An IBC, which is struck-off the Registrar shall remain liable to any due and unpaid fees. Such company also remains liable to all its debts and obligations. Any creditor may legally raise a claim against a struck-off company for debts and pursue the collection of those debts through litigation. In particular, the Belize IBC Act states:

"A company that has been struck off the Register [...] remains liable for all claims, debts, liabilities and obligations of the company, and the striking-off does not affect the liability of any of its members, directors, officers or agents."

A struck-off company may not legally continue to trade or enter into any new transactions, and its directors, shareholders, managers and owners may not enter into any transactions with the assets of the Company. If they do, they may be personally liable for any debts or legal consequences resulting from such transactions. If the struck-off company is operated by appointed third-party managers for and on behalf of a beneficial owner and under his instructions, the personal liability will also extend to the beneficial owner. Essentially, striking-off an International Business Company means that all its assets and funds are legally frozen until the IBC is restored in good standing - or until legally dissolved.

It is possible to restore a company after it has been struck-off the Registrar, but substantial government fees will apply for restoration. These reinstatement fees will be in addition to all past-due renewal fees and penalties. In addition, substantial professional fees will also apply if a struck-off IBC has to be reinstated in good standing.