Belize Limited Liability Company (LLC)

Legal entities similar to Limited Liability Companies have existed for a long time in civil law jurisdictions, for example in France – societe responsibilite limtiee (SARL) and Germany – Gesellschaft mit beschrenkter Haftung (GmbH). While, in common law jurisdictions, these entities are relatively new. The State of Wyoming was the first common law jurisdiction to pass Limited Liability Company legislation in 1977.

Limited Liability Company (LLC) is a hybrid entity that combines advantageous elements of two common business structures: corporation and partnership.

In Belize, LLCs are regulated by Limited Liability Company Act (2011), revised edition 2020 (“the act”). This act is elaborated based on previously existing LLC regulating legislation of Nevis and Cook Islands. The act combines best of both acts and introduces several important asset protection and tax planning innovations.

Main advantages of Belize Limited Liability Company:

Belize LLC’s are exempt from filing annual tax returns, financial statements, tax returns, or holding annual general meetings;
Belize LLC’s do not need to obtain Tax Identification Number (TIN);
Belize LLC’s are not subject to economic substance requirements.

Tax exemption

Belize LLC is exempt form all local taxes (income tax, business tax, withholding tax, asset tax, gift tax, capital gains tax, distributions tax, inheritance tax) on income generated outside Belize. Only Belize LLC that engages in income-generating activities within Belize is subject to local taxes.

Confidentiality

Belize LLC can be registered without any personal information about the members of the LLC becoming public. To increase the level of confidentiality, nominee services can be used that will hide the name of the real beneficial owner of the LLC from any public record or other third parties. All personal information about the beneficial owners of the LLC is kept absolutely confidential. Severe punishments are prescribed by law for any unauthorized disclosure of such information. The law also states that any legal proceedings, that are not connected with criminal accusations, raised in Belize regarding the LLC will be held in camera and any information will be disclosed only in strictly determined circumstances.

No reporting requirements

LLCs are not required to report any financial information to any institution or authority. LLCs are not required to prepare annual accounts or to appoint an auditor, however, simple annual return as specified by Regulations must be filed with the Registrar, confirming name of the LLC and the address of its Registered Agent.

Asset protection

Belize LLC Act contains various very strong asset protection provisions making it extremely difficult for any creditor to pursue the assets transferred to a Belize LLC. Any creditor willing to pursue such assets will be confronted with legal complexity of procedure, excessive costs (the creditor will have to deposit USD 50,000 or more to secure the costs) and he will have to prove that the intention of the asset transfer was a fraud. Considering the excessive requirements for creditor to reach LLC assets, the only possible remedy is rather minor: the transfer will not be declared void in any case and the creditor can only claim become asignee of member’s interest (can access to the funds transferred to the LLC, but cannot participate in management of the LLC). The law also states that the member’s interest cannot be unvoluntarily alienated or charged in any way.

NAME OF THE LLC

The name of an LLC can not be the same as or substantially similar to a name of another already registered LLC. The name of LLC must contain the words “Limited Liability Company” (or the abbreviation “LLC”, or “L.L.C.”).

The “restricted names” for Belize LLC are those containing the words “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, or a word conveying a similar meaning. Any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of Her Majesty or that of a member of the Royal Family or a connection with the Government of Belize or a department, agency, authority or branch thereof, any political party or any professional association recognized by the laws of Belize. Also the name of LLC cannot contain the words “Assurance”, “Bank”, “Insurance” or “Trust”, or any or their derivatives or cognate expressions, unless it is licensed to carry on such business or activities.

PARTIES TO LLC

Members

Minimum number of members for Belize Limited Liability Company is one. Members of an LLC are not personally liable for any debts, obligations or other liabilities of the LLC, unless it is confirmed by written agreement.

Managers

Minimum number of managers for Belize Limited Liability Company is one. Belize LLC can be managed either by appointed managers or by the members themselves. While the assets transferred to the LLC are well protected, the members can carry on active asset management and active business through the LLC. Our nominee manager service can be used to provide higher level of confidentiality.

Independent legal entity

A Belize-registered LLC is an independent legal entity and has the same powers as any natural person or body coporate. At the same time, the liability of all members is limited and any of the members, managers, employees or other persons connected with the LLC are not personally liable for any debts or obligations of the LLC.

REGISTERED OFFICE OF LLC

The registered office of a Belize LLC shall be the address of its registered agent. It is mandatory for Belize LLC to have registered address and a registered Agent in Belize.

ESTABLISHMENT PROCEDURES

The Belize LLC is governed by the Limited Liability Company Act (2011), as revised 2020.

The primary information to be provided by any applicants for a Limited Liability Company is laid out in the Application Forms.

We will then prepare all of the below, based on the information provided.

Original Certificate of Organization
Original Articles of Organization
Original Organizational Resolution
Original Register of Managers
Original Register of Members
Original Membership Certificate

Upon request we will prepare an operating agreement for your LLC. Operating agreement governs relations among and between the members and the managers and contains provisions that relates to the business’ financial and functional decisions including rules, regulations and provisions. The purpose of the document is to govern the internal operations of the business in a way that suits the specific needs of the business owners.

INFORMATION TO BE PROVIDED BY APPLICANTS

The primary information to be provided by any applicants for an LLC is laid out in the Application Forms.

We will then prepare draft operating agreement based on the information provided (if requested).

Personal information and documents for each member/ manager/ beneficiaries must be provided, as follows:

One document evidencing identity. Certified (notarized) good quality copy of valid passport;
One document evidencing residential address and/or operating address (if different);
One bank reference letter or a professional reference letter;
CV (Curriculum Vitae) -Document summarizing your education, skills and experience;
Signed application form and terms and conditions of business;

The time-scale for establishing a Belize LLC primarily depends on how quickly and properly the application form and documents are provided, in general LLC can be registered within one to two days time.

REGULAR FEES