How To Register In Belize?
This is how a new offshore company registration normally happens in Belize:
PLACING THE ORDER
You can conveniently order the formation of Your Belize Business Company (BC), formerly known as Belize IBC (Belize International Business Company) by using the online Order Form in this website.
Same way you can order your Belize LLC, Foundation or Trust using our online Order Form in our website.
The Order Form is not complicated and filling it would only take a few minutes. The Order Form also contains explanations of each item along the way.
If you prefer not to send your order over the net, You can use the Order Form in document format, available from our Downloads section. This form can be completed electronically or by hand, and then sent to us by fax or by mail.
If you have chosen to buy an approved name company or ready-made company from our ready-made companies list, the same Order Form should be completed. A ready-made company normally has an “open” configuration, too (it`s directors are not yet appointed and the shares are not yet issued). Therefore, the final configuration of a shelf company can be made in accordance with a clients´ order.
We will review Your order and respond to You as soon as possible. In particular, we will check the name availability (whether there is no company under such name already), and will respond to You with the result of the name-check. The name availability is not important if You have chosen from our shelf company list – these BC names are, of course, available.
IMPORTANT! Please make sure to indicate Your actual contact details as precisely and completely as possible! If we can not contact You, we also can not proceed and complete Your order. The online Order Form is of no use, if we don`t know how to contact You back. Creating Your BC, LLC, Foundation or Trust is not an automatic process and it requires a two-way communication. We must talk to You in order to finalize your offshore incorporation.
Depending on the required internal structure of your new entity, there might be a few minor questions to be clarified. As soon as all the details of Your entity are completely understood, we will issue an itemized proforma invoice. In that, You will be able to see precisely all the individual service fees and costs which comprise the total cost for the incorporation and the first year of running the entity. Even at that stage the actual configuration of the entity can still be modified in order to suit Your requirements.
KNOW YOUR CLIENT REQUIREMENTS
Following the global anti-money laundering and terrorism financing prevention directions, all the offshore jurisdictions, including Belize, have adopted strict laws to regulate Know Your Client (KYC) procedures in the financial services sector. Belize Money Laundering and Terrorism (Prevention) Act 2008 (Revised Edition 2020) as well as various regulations require that all the financial service providers (which includes us) must properly identify their clients. Anonymous purchase of an offshore company today is not possible in Belize, nor in any other tax haven.
To comply with the above specified law, every beneficial owner, shareholder and director of the BC, every member, manager and beneficial owner of LLC, every settlor, trustee and beneficiaries of Trust, every founder, council member and beneficiaries of the Foundation will have to provide the following documents:
1. a duly certified passport copy (alternatively, the original document can be presented at our office);
2. a proof of address (a recent utility bill or bank statement);
3. completed and signed Company Order form and our Terms and Conditions.
If a corporation or a legal entity is involved in the structure, we will need certified copies of its primary documents as well as certified passport copy and proof of address of each of its beneficial owners, shareholders and directors.
Once you complete and submit the Order form of the BC, trust, foundation, LLC or any other entity that you wish to order, we will send you more detailed information on how to prepare all the required paperwork in the easiest possible way and what alternatives are acceptable for each required document. Usually, complying with the due diligence requirements is easier than it sounds.
None of the personal information is available to public! All data is kept confidential at the Registered Agent office only.
For all new and first-time orders, payment must be received at our end before we proceed with the new offshore company or other entity formation. For regular and professional clients, who are known to us already for some period of time, “open account” payment terms can be applied.
Payment for the formation services can be made by a bank wire transfer, credit card or Western Union money transfer.
Registration of LLC, Trusts and Foundations
REGISTRATION OF BC
When all details of Your order are checked and confirmed, the due diligence information and payment received, we will prepare the Memorandum and Articles of Association of the new BC. These will be filed with the Registry of Business Companies in Belize. There is no need for you to sign any incorporation documents for the BC – the initial company formation documents are prepared and signed on Your behalf by the licenced Registered Agent (our firm), in accordance with the procedures set forth by the Belize Business Companies Act.
Before filing of the corporate documents of the new BC, we will pay the applicable registration fees and charges. Then the documents will be submitted to the Belize Registrar of Companies for registration. In order to comply with the minimum domestic presence requirements in Belize, we will provide the Registered Address and Registered Agent service for your new company. The Registrar of Companies of Belize will normally issue the Certificate of Incorporation of the BC within 24 hours.
CORPORATE DOCUMENTS OF THE BC
The standard package of corporate documents for a Belize BC will always include a logical legal sequence of documentation: the Certificate of Incorporation of BC (electronic version, hard copy can be provided at extra fee), Memorandum of Association, Articles of Association, the First Minutes and Corporate Resolutions containing the appointment of Directors and the allocation of shares, share certificates, copies of the Registry of Directors and the Registry of Shareholders. If we are to provide the nominee director or nominee shareholder service to the BC, additional documents will include share transfer forms, trust declarations and, if necessary, appointments of representative (power of attorney). The corporate seal of the new BC can also be produced and provided.
CERTIFICATION AND LEGALISATION
Usually, Your BC documents will need to be certified. Legal documents issued in one state are generally acceptable only within that particular state (country). A legal document, or a signature on it, can be certified by a Notary or by a Government officer, for instance, by the Chief Registrar of Companies. Certification by either is still a local certification, good only for use in the country where the document was originally issued. A notarial certification or a certification by a government officer in itself is fairly useless abroad.
To make a document legally acceptable abroad, most countries of the World have joined in a uniform system of second-tier certification of public documents – such as corporate documents of a BC. This is the so-called Apostille legalisation, or The Hague Convention 1961 certification procedure.
By the Apostille legalisation procedure, the signature of the officer who has done the initial local certification (say, a Notary, a Registrar or an Attorney based in Belize) is then additionally certified by an independent certification on a higher level. This is usually done by a designated Government office, often by Foreign Office or the Supreme Court. This certification stamp or sticker is called Apostille. It may look different from one country to another, but it contains a uniform set of information, by which it can be recognized in any country which is member to the Hague Convention.
After this second-tier certification, the document would be generally acceptable as proper and legal in all member countries of the Hague Convention. Most of the countries in the World are members to this agreement. For a full list of all member-countries of the Hague Convention please look here. If the country where You intend to present the documents (for banking, business or representation purposes) is not on this list, you may need your documents legalized in the Embassy of that country, or in an Embassy representing that country. This can be done, but is certainly more time-consuming and expensive than the apostille procedure.
Why would you need the additional certification by Apostille de Hague?
If you intend to open an offshore bank account or a securities account for your BC, to purchase real estate or an investment portfolio in the name of your offshore company, to register a branch or a joint venture involving your BC, or to enter into any similar transaction where you would have to present the BC documents to a third party outside Belize, then You will definitely be asked for the Apostille legalisation.
Apostille certification of one full set of copies of main corporate documents is a standard service. If confirmed in the Order Form, we would normally arrange Apostille certification for the BC corporate documents. Additional sets of apostilled copies can be arranged as much and when required. It may also be useful to Apostille-certify the original Certificate of Incorporation of the BC.
As the Belize Business Companies Act is very flexible in terms of the possible corporate structure of an BC, almost any specific needs as to the form, wording and certification of the corporate documents can be met. However, You need to inform us of any such special requirements in advance, at placing of the BC formation order, so that we can configure Your Belize BC exactly as You want it to be.
After taking care of the due diligence requirements and settlement of the payment, the incorporation of a Belize BC would normally take 24 hours. Additional certification (Notary and Apostille) may often be performed on the same day, or may take another one or two business days, depending on workload in all the offices concerned. In particular, the exact timing of apostille legalisation depends on the workload of the relevant Government office, which we can not influence. Regardless, incorporation of a new Belize BC is usually a very quick process.
SHIPPING OF DOCUMENTS
The documents of your BC will be shipped to your indicated address by airmail or courier (FedEx, DHL or UPS). The courier delivery of documents may take from one up to five days worldwide, depending on destination. Shipments of documents by courier are fast, secure and internet-trackable. It is also considerably more expensive than the usual (regular) snail-mail.
Although it is much cheaper, we strongly discourage delivery of BC documents by regular airmail. Airmail shipments may get severely delayed or lost altogether. They are also more likely to get damaged during transportation. Most importantly, we will not be able to give you any timing estimates as to their arrival. In fact, for regular-mail shipments, we can not guarantee that the package will reach you at all, as the risk of it being misplaced or lost is fairly high.
ANNUAL RENEWAL FEES
All Belize Business Companies must pay their annual renewal fees (in lieu to corporate income tax) to the Belize Government. In addition to those official fees, annual service fees are payable for the Registered Agent and Address services, yearly compliance and KYC update fee, economic substance filing fee and for the optional company management and administration services. The annual service fees are payable to the Registered Agent (us).
The annual renewal fee to the Belize Government is a fixed amount, payable on a yearly basis, starting from the second calendar year after the incorporation. The standard Government fee for a Belize BC is USD 250 and for each year it is due before the 31st July. Nevertheless, the company will be considered by the Company Registry to be in good standing only after the payment of the Government fee for the respective calendar year has been made.
The annual professional fees to the Registered Agent are also accounted on a yearly basis. For practical reasons, the annual Government fees and the annual professional fees are usually raised by one invoice. As the due dates of the Government fees are fixed (as indicated above), the due date of the whole annual services invoice will always be set well before the Government due date in the same year, in order to meet the payment deadlines.
You do not need to remember when the annual renewal fees are due for Your BC. In our workflow management system, the company renewal invoices are generated automatically. Our staff verify and confirm all the invoices before they are sent to the clients. If for any reason you missed to pay the invoice immediately after receipt, approaching the due date the system will send a reminder. The automatic recurring invoices are raised in account for the Government BC renewal fee and the annual professional fees. The mandatory annual professional fees for an BC include the Registered Agent, Registered Address fee and KYC review and update fee, economic substance filing. The optional fees depend on the configuration of Your BC and may include professional directors fee, nominee shareholding fee, mail forwarding and other fees. After payment of the renewal fees we will take care of the mandatory renewal formalities and official filings for your BC. If required, we will also obtain the Certificate of Good Standing for Your BC.
According to the Belize Business Companies Act, the Government will only accept the annual renewal fees from the Registered Agent of the particular Company. Therefore, unfortunately, clients are precluded by law from paying the Government fees directly to the Registry.
Important! The annual renewal fees MUST be paid on time. Non-payment of annual renewal fees will make the BC lose its status of good standing. As a result, the BC will also incur severe late penalties and legal consequences – basically, it would be legally precluded from operating as a separate legal person.
Non-payment of Belize Government duties by the due date will result in a 50% penalty fee. If the company fails to pay the annual fee and the respective penalty fee by the end of the year, the Registrar will strike the company off the Register as from the 1st January of the next year.
A Company, which is struck-off the Register remains liable to any due and unpaid fees. Striking-off also does not cancel all the debts and obligations of the BC. In particular, the Belize BC 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.”
In respect to this provision, the actual beneficial owners of the struck-off company may be considered as its members, or agents.
A struck-off BC may not continue to trade or enter into any new transactions whatsoever, and its directors, shareholders and managers are by law precluded from any operations or transactions with the assets of the BC. In essence, striking-off a Company means that all its assets and funds are legally frozen until the BC is restored in good standing – or legally dissolved, by following a proper winding-up procedure.
It is possible to restore a struck-off BC into the Registrar, but substantial Government fees will apply depending on the number of days passed after the BC has been struck-off. These fees will be in addition to all past-due renewal fees and penalties. The reinstatement of a struck-off BC also involves substantial professional fees.
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