General Knowledge About Offshore Companies
Countries, which offer substantial tax benefits, are generally referred to as tax havens or fiscal havens. A "tax haven" is not a legal or scientific term. Whether a country is or is not a tax haven is, of course, in the eye of the observer. As compared to a 35% income tax in one country, a neighbouring country with 12% tax would pretty much qualify as a tax haven. At the same time, a country with zero income tax would cleary be a better tax haven than the one with just 10% tax.
The most traditional understanding of a tax haven is that it`s a country where one can register a business (an IBC or another type of corporation) which will remain completely tax-free in that country, for as long as it does not do business within the territory of that country. Some tax haven states have gone a step further. In some tax havens (for instance, BVI) corporate and income tax has been abolished for all businesses, regardless whether they are domestic or offshore. Of course, even in a tax haven country such businesses are supposed to pay some fixed annual government fees in lieu of tax.
A proper tax haven would usually have a whole bundle of laws, regulations and precedents aimed to attract international entrepreneurs and investors. Along the absence of tax on business profits, such attractions may also include extremely fast incorporation, simple registration procedures for IBC`s, no requirement to file financial accounts to the government, no personal data of shareholders and directors on public file, no minimum paid-up capital required, flexible corporate regulations, a developed financial system, exemption from exchange controls, simple accounting and book-keeping requirements.
Therefore a tax haven or an "offshore financial centre" (as is the more formal term) is generally a country that features an extremely appealing business environment, aimed at attracting international business.
There is no such thing as "the best offshore jurisdiction". Over 40 jurisdictions around the world offer a varying range of fiscal and financial benefits to international business and, therefore, qualify as offshore tax havens to a greater or lesser degree.
The actual choice of location for your offshore company may depend on such variables as its geographical location, language spoken, recognizability of the country, type of its legislation and judiciary system, price of incorporation and management, speed of incorporation, the type of business for which the offshore company is required, and, of course, the range of services offered. For more detailed information, please read the article "Which is the best offshore jurisdiction?" in our Offshore Knowledge Base.
Most of the tax havens are small countries with small populations. So even relatively minor amounts of revenue can and does make a difference. A mere $100 of Government duty paid at registration of the IBC, and another $100 paid every year by every renewing IBC, multiplied by tens or even hundreds of thousands of active offshore companies on the Registry, turn into millions of dollars of budget revenue, without ever burdening the country`s infrastructure. And that´s only the tip of the iceberg. The non-government impact is even larger. The aggregate amount of professional fees paid by all offshore companies to local Registered Agents, company managers and administrators amount to volumes far exceeding the government revenue. In addition, there`s offshore money settling down in offshore banks, insurance companies and investment funds. All in all, a successful offshore financial sector, as in Belize, provides jobs, career opportunities and income for a whole lot of people. In a number of countries the offshore services sector has virtually pulled out the nation from hopeless poverty into the developed world. The offshore services sector creates demand for good telecommunications, office space, computer equipment, business software, office furniture and all sorts of business supplies. Ultimately, all that offshore revenue filters down into all other sectors of the economy. The result is sizeable increase in overall prosperity and social stability of the country. That, in turn, strengthens the independence of that country - in particular, it´s ability to withstand economic and political pressures from foreign governments.
Well, aren`t domestic companies used by them, too? An offshore company is just a legal entity, a tool, which, by itself, is neutral. Offshore tax havens have for decades been the target of blackmail campaigns by the powerful high-tax countries. Many high-taxing governments would like their citizens to believe that offshore companies are only used by terrorists and crooks. It`s a rather unjustified accusation. While there is always a rotten apple in any basket (especially, if the basket is large enough), 99% of all business transacted through offshore companies is completely legitimate. In fact, due to the implied need to maintain their reputations clean in order to withstand formal international pressure, most leading tax havens nowadays have proper systems to detect and prevent crime and money-laundering. In terms of financial services regulation, some of the best offshore jurisdictions actually have more advanced legal infrastructure than many "first world" countries. The big, powerful nations, who are often too eager to criticize the offshore financial centres, are in most respects no better themselves - but, then again, it is an old story.
This is another myth. Tax havens and offshore companies have been around for several decades. Thousands of new offshore companies are incorporated worldwide every day. Millions of IBC`s are in operation all over the globe. In one way or another, offshore companies are owned and used by practically every Fortune-500 super-corporation. In the competitive environment of the 21st century it`s actually a necessity: placing all or part of your business offshore may decrease your overall costs (on tax and management expenses), so You become more competitive. This is true for big corporations and startups, alike. So offshore is not something on the margins of the business society. Rather, it`s an indispensible business instrument. Some estimates say that more than half of all the money in the world actually stays or goes through offshore accounts at any given time. The international trade in commodities and services is predominantly transacted through tax-free companies. Investment funds are often registered in tax havens, so they are not burneded with excessive tax on capital gains, thus providing more value to their investors. A variety of offshore holding companies help businesses invest abroad with minimum loss on witholding tax on dividends. Another success story is the e-business: world wide web and offshore company is a marriage made in heaven. To understand the overall trend in the development of the offshore services industry, just think of money as water. Same as water, money will always flow from high (taxation and burden) to low, and will always find it`s way through.
Yes. Owning shares in an offshore corporation, directly or indirectly, is no different than owning a domestic business company. Of course, entering into offshore business should be considered along with some proper advice. Many high-tax countries have certain countermeasures in their tax rules against offshore finance centres. In particular, some governments have introduced a discriminating witholding tax or financial penalties on direct payments from domestic businesses out to corporations, situated in certain offshore countries. Therefore, it is a good idea to check if your country has any sort of "offshore blacklist" or any discriminating rules against transactions with offshore companies. A competent tax advisor or accountant back at home should be able to clarify this question. An offshore company is just the same as any domestic firm, only the offshore corporation is not burdened with excessive tax, does not require any startup capital, is easier to incorporate and easier to manage. Your taxman would like you to believe otherwise, but, strictly speaking, there is no law against owning an offshore company.
Offshore companies simply have different names in different places. The most popular name is IBC - International Business Company. Other names You may come along are non-resident companies, exempt companies, special license companies, international companies or, simply, business companies. In Belize, the predominant type of offshore corporation is the IBC (International Business Company). Regardless of the name, all those entities are corporate bodies or, in legal-speak, "legal persons", with their tax benefits enshrined in the actual laws of their country of registration. Sometimes, as in case with the recently renamed BVI Business Company, the name popularly known will not exactly be the name You would find in the law. The most popular name for an offshore company is the IBC - the International Business Company.
There are two main purposes. The first is tax reduction, avoidance or deferral. The second is asset protection and confidentiality. Both reasons stand apart. Some offshore companies actually do not pursue any tax-reduction purpose at all, but mostly serve as a protective shell for some part of the assets of the owner. More often, though, both reasons complement each other. For more information, please see our Offshore Knowledge Base section.
The main advantages are: (a) no or very low taxation on profits and capital gains; (b) confidentiality, because no sensitive personal information is registered on public file; (c) asset protection, due to anti-confiscation provisions enshrined in the law; (d) corporate flexibility: no paid-up capital, no requirement to declare operational objects, minimum requirements on directors and shareholders, fast incorporation, and so on; (e) simplicity of management - shareholders` meetings can be held anywhere, including electronically, the corporate decision making process is extremely flexible; (f) minimum reporting - no audit, no financial reporting, no tax returns, no financial information on public file. All in all - a lean, mean international business machine...
OK, there is a serious risk that the tax haven corporations will die out one day. When? Exactly when all the high-tax, high-public-expenditure countries will lower their corporate, income and capital gains taxes to zero, or at least close to zero. No way? We thought so… Despite the political and economic pressures exerted by the "big guys" (EU, the US, Australia, Canada, China, Russia) and some of the notorious puppy organizations like OECD and FATF, the leading offshore financial centres have demonstrated surprising resilience and are now doing better than ever. There is a simple reason for this. A huge amount of business people worldwide have voted with their wallets and have chosen to incorporate their businesses offshore. Practically every person of means usually has some part of his/her assets placed offshore. As a result, offshore has penetrated all aspects and facets of global economy. There is a huge mass of wealth sitting, and growing, in offshore companies and offshore accounts. The "critical mass" of global offshore-based wealth has been created a long while ago, and it`s growing stronger by the day.
If You would not be required to keep and officially file all those numerous financial reports and tax forms, how much financial recording would You do at Your own will? Some, but probably much less, right? Therefore, most offshore tax havens, while not requiring any financial records to be officially filed, still have some basic requirements as to book and record keeping for the international business companies. Such requirements are usually fairly simple and easy to comply with. They rather reflect what a reasonable offshore company owner would keep for his company even if not requested by law.
Belize Accounting Records (Maintenance) Act 2013 defines what records must be kept: “accounting records” include financial statements, general and subsidiary ledgers, sales slips, contracts, invoices, records and documentation relating to the entity’s assets and liabilities, all sums of money received and expended, all sales, purchases and financial transactions. The records must be kept in the office of the Registered Agent, however, upon decision of the director or other competent persons of the entity, they can be kept in another location within or outside Belize. If the records are kept outside the office of the Registered Agent, they must be provided upon request should the Authority make such request. The records must be kept for not less than five years after the closure of the account, end of the transaction or termination of the business relationship.
As it usually is, proper records provide the company owners with extra peace of mind. This aspect becomes specifically important when an offshore corporation is owned by several individuals.
As per recent legislation changes for companies with physical presence law requires to file annual tax return and pay monthly business tax. For companies with no physical presence law requires to file annual tax return only if income/receipts are sourced from Belize. Otherwise it is optional to file annual tax return. Company may be required to prepare audit in case if annual "receipts" are 6.000.000 USD or more.
Structure and Registration Procedures of Offshore Companies
In terms of the internal structure - there is surprisingly little difference! An offshore company is quite simply the same type of legal entity (a corporation), only registered outside the domicile country of its beneficial owner(s). Historically, though, the term "offshore" has been narrowly associated to a corporation, which is not only formed outside the home country of its owner, but also enjoys a number of benefits, not exactly possible back home. An onshore corporation pays income tax (sometimes, lots of it), whereas an offshore company is tax-free. An offshore company is also free from financial reporting and mundane book-keeping requirements. To form an offshore company, the owners don´t have to rack up a big paid-up capital, or any capital at all. Offshore corporation is not required to register its shareholders and directors on a public file. Offshore company is easy and quick to register, simple to operate and maintain. Apart from those benefits, the internal structure and management principles of offshore companies are still largely similar to those of any "regular" business corporation.
As in any country, using some words in company names is restricted or prohibited. The first group of those words are related to specifically licensed activities. If You want to refer the IBC name to activities like banking, insurance, re-insurance, trusts, registered agent services, asset management, You need to get a specific approval first. You can use the restricted-activity words, but only through a prior licensing procedure aimed at the particular activity. For instance, to use a "banking" word in the name of Your IBC, You would have to first apply for the banking license with the Central Bank of Belize. Not easy, but can be done.
The other group of restricted words are the ones that would misleadingly convey an official patronage or connection with the Republic of Belize or the government of Belize, as well as similar patronage of any other country or its government. The final word in approving all such sensitive names is with the Registry of Companies, who may permit the incorporation of an IBC under a "sensitive" name, if there is a good logical or business reason to do so.
The third group of restricted words is open-ended, and much at the discretion of the Registry of International Business Companies. Any obscene words or expressions will be refused. Names that allegedly copy or resemble too closely an existing business name will be refused. Quite simply, the name restrictions are there to protect the general public from being misinformed or misled.
No. There are no minimum paid-up capital requirements for a Belize IBC. The owners of the IBC may freely decide as to the amount of the authorized capital to be stated in the IBC formation documents. Furthermore, the owners of the IBC may decide to subscribe for and pay-up for only part of the authorized capital, the remaing part staying unissued and unpaid. The law also does not prescribe any deadlines as to when the authorized capital must be paid-up – this is for the shareholders to decide. As in many other offshore financial centres, it is acknowledged in Belize that a private company may start its business with any amount of capital, or no capital at all. For all legal and practical reasons this is true - You can start your IBC in Belize with just one dollar in capital.
The shares of a Belize IBC may be denominated and issued in any currency. The most popular currency of capital is US dollar, because it is also the currency in which the Government license fees for IBC`s are calculated. The shares of a Belize IBC can also be denominated in several different currencies at once.
No. The only mandatory legal requirement is to have a "minimum mandatory representation" in the country. This is covered by having a Registered Office and a Registered Agent in the Belize. This service is usually provided by us, as a licensed Registered Agent, for all International Business Companies we register and maintain for our clients. If Your business circumstances require, several optional services are available for your offshore company – such as mail and fax forwarding, document re-mailing, telephone call handling. These services give a more "bricks and mortar" looks to Your IBC. However, by definition, an IBC is not supposed to do business locally, with the exception of entering into business transactions with other IBC`s. In simple terms, a Belize IBC may not sell anything to Belizeans. However a Belize IBC may still do several things in Belize that will not infringe it`s tax-free company status. Namely the IBC may own and operate bank accounts in Belize, maintain a professional relationship with solicitors, barristers, accountants, bookkeepers, trust companies, administration companies, investment advisers or other similar persons carrying on business within Belize, prepare or maintain books and records within Belize, holds meetings of directors or members in Belize, holds a lease an office space in Belize for communication and record-keeping purposes, and it may also own vessels registered in Belize.
Yes, certainly - while this may not be the best configuration for purposes of tax optimization.
Yes, corporate shareholders are allowed. Corporate directors are allowed as well.
A nominee shareholder is a person, unrelated to the actual owner, who is officially registered as the holder of shares in an IBC. The purpose of the nominee shareholder is to shield the real owner of the offshore company from being publicly associated with the ownership of that IBC. If a nominee shareholder is contracted, a confidential legal document (a declaration of trust, nominee services agreement or similar document) would be issued by the nominee to the beneficial owner. Such document would confirm in writing the actual state of affairs - namely, that the shares are only held by the nominee for the benefit and on behalf of the beneficial owner, and that only the beneficial owner may dispose with these shares, and that only the beneficial owner is entitled to all benefits and profits from those shares.
Nominee shareholding services are routinely provided by Registered Agent firms to their client IBC`s. Nominee shareholder is an optional service. Dedicated in-house nominee shareholder entities would normally be included under the umbrella license of the Registered Agent firm and would be similarly regulated and accountable.
A nominee director, also known by the more politically correct name of "third-party director" or "professional director", is an person (corporate or individual), unrelated to the beneficial owner of the IBC, who would be officially registered and act as the Director of the IBC. Nominee director services are provided by licensed Registered Agent firms to their client companies as an optional service. In-house directors, being either private individuals or dedicated corporate bodies, operate under the umbrella license of the Registered Agent. Thus, the functions of nominee directors are regulated by the official financial services supervisory authority, same as those of the Registered Agent itself.
The main purpose of using a nominee director is to prevent the general public from knowing that a direct relationship exists between the beneficial owner and his offshore company. Employing a nominee director or a nominee manager in the offshore company helps to avoid implications that the beneficial owner closely controls and operates the particular offshore company (the "management and control" concept). So, essentially, the main purpose of the nominee director is to shield the confidentiality of his client.
The nominee director can perform various managerial functions, which would otherwise need to be performed by the beneficial owner or someone directly related to him. The actual involvement of the nominee in the daily matters of the offshore company can vary according to the needs and circumstances of the owner. Generally, the more involved nominee gets into the daily management of the IBC, the more expensive this service becomes for the offshore company. Quite often (but not always), the involvement of the nominee remains, as the name suggests, nominal. In this case all practical functions of the regular management of the company are usually carried out by the owner of the company himself, acting as a "representative" of the IBC on grounds of a power of attorney. For more information on this topic, please refer to the Company Management chapter.
In reference to offshore company management, a Power of Attorney (POA) is a legal document, which confers the operational and representative rights in the IBC to a particular person. By virtue of the Power of Attorney such person is appointed as representative ("Attorney-in-fact") of the company. A fairly common practice in the offshore services industry is to issue a Power of Attorney by the nominee director to the beneficial owner of the IBC, to act on behalf of that offshore company.
The Power of Attorney can either feature a full scope of representational powers (General Power of Attorney), or it can be limited to some particular rights and activities (Special- or Limited Power of Attorney). On grounds of a Power of Attorney, its holder may open and manage bank accounts, enter into business deals and contracts, open and manage branches and subsidiaries, assume obligations and execute rights on behalf of the offshore company. A company may issue one or several Powers of Attorney, with identical or varying scope of operational rights. Thus the operational activities of the same IBC can be split or shared between several representatives - for instance, by several beneficial owners of the company himself or by their associates or family members.
While the usage of Powers of Attorney is arguably the most convenient method of the practical management of an offshore company by its beneficial owner, it also has certain risks. It may be a valid argument (by some tax authority, for example), that an individual who routinely uses a general Power of Attorney to enter into contracts and obligations on behalf of the offshore company, does in fact control that particular offshore company. Such implication may lead to the dealings between that offshore company and a domestic company, owned by the same individual, being considered as concluded "at arms length". Consequently, such dealings may be disregarded for tax purposes as bogus transactions. From this perspective it may be more appropriate to directly involve the nominee director into the conclusion of contracts and to limit the usage of Powers of Attorney only to those transactions which are not subject to potential controversy.
Contrary to what the name may suggest, Apostille does not have anything to do with religion. Apostille certification is a formal name for an official procedure, whereby official documents issued in one country are certified in a uniform way. By means of this certification, documents from one country become formally acceptable in any other country. This procedure was established by the 1961 Hague Convention. Almost all countries of the world are part to this Convention as of today - although there are a few notable exceptions.
At the Apostille process, the signature of the officer, who has certified the document locally (usually, that the Notary or the Chief Registrar of the Companies Registry) is followed up by a second-level certification. A specific stamp or sticker, called "Apostille", is attached to the document, besides the Notarial text. Contrary to a popular belief, the Apostille does not confirm the actual contents of the document. Apostille merely certifies that the first-level certifier - the Notary or the government officer - is real, and has the appropriate rights and powers to make the underlying certification in the first instance. In essence, Apostille is the official confirmation of the post and powers of the Notary or that of a government officer.
Apostille is usually issued by a designated government department, like the Foreign Office, or by the Supreme Court of the country.
In order to make them "work". Without Apostille You might be unable to use the corporate documents of the IBC back at home in your own country, or in any country where You plan to do business.
Documents issued and notarized in one country are normally acceptable only in-land. To make an official document legally accepted abroad, the second-level certification - the Apostille -must be performed. Without Apostille there will be little use of the documents of a Belize IBC as soon as these documents leave Belize.
If you wish to open a bank account or an investment account for your offshore company, to purchase real estate or any other asset requiring public registration, to establish an affiliate office or a subsidiary with your offshore company, or to enter into any similar transaction where you would have to present the company documents to an official third party outside Belize, Your documents need to be Apostilled in order to be accepted.
A Certificate of Good Standing (CGS) is an official document, issued by the Registrar of Companies. A CGS confirms that a particular company legally exists, has complied with all the administrative requirements as to its presence within the official registry, has paid all government duties, has paid its taxes due under the Income and Business Tax Act, and, thus, is "in good standing" vis-a-vis the Companies Register as of the date of issue. In its form and substance, the Certificate of Good Standing usually resembles the initial Certificate of Incorporation of the IBC.
The Certificate of Good Standing is used to formally confirm the continued legal existence of an offshore company after it has already been in operation for some time. The CGS confirms that the status of an independent legal entity (a juridical person) has not been revoked and has not became void for the particular offshore company, that this company has not merged with another firm, has not filed for dissolution and has not been struck-off.
Most banks tend to regularly ask for fresh Certificates of Good Standing in respect to the offshore companies with accounts on their books. Such requirement is standard procedure as soon as the IBC is more than one year old. Any other party (for instance, a potential business partner) may ask for a CGS to assure himself that your company is in legal existence. The Certificate of Good Standing can be requested and obtained from the Registry of Companies, as and when required. This is a standard service, provided by the Registered Agent. As the Certificate of Good Standing is basically a "snapshot" of the legal health of the company at a particular moment in time, there is no sense to order the CGS in advance, without a special need.
If, over time, the offshore company has not been properly maintained or has not paid its renewal fees, it will lose its status of good standing and, ultimately, will be struck-off from the Registry. For such companies, of course, the Certificate of Good Standing will not be issued until all overdue fees are paid and the good corporate status is restored. Reinstatement of a "bad" company is possible, but it costs dearly and takes some time.
Some beneficial owners of offshore companies routinely request Certificates of Good Standing for their own companies, thus checking if their Registered Agent has done the job of maintaining the IBC in good legal standing. It`s a good management practice, and we only encourage that.
Ordering and Pricing
No. All licensed Registered Agents absolutely must know the identities of their client. It`s a legal requirement. Therefore, the Agent will not only ask the client to reveal his name, but also to provide certain documents that will verify the clients` identity and residential address. This requirement is known as Due Diligence or KYC (Know Your Customer) and is present in all reputable offshore jurisdictions with minimum variations. A completely anonymous purchase of an offshore company is legally impossible. However, the clients interests are still very well protected! All personal information of the beneficial owner remains on file only with the Registered Agent. None of this information is filed to Belize Company Registry and none of it becomes available to public!
No. All pre-incorporation and post-incorporation procedures can be carried out without personal presence of the beneficial owner. All formation documents are signed and filed by a licensed Registered Agent, more specifically, by a special in-house entity, known also as the "Subscriber". The post-incorporation documents are also fully prepared and signed by the Registered Agent. The end-product is a full legal sequence of documents which enables the client to assume practical control over the new IBC. That being said, our clients are always welcome to visit our office in Marina Towers, Belize City. We are not a virtual intermediary - we are a real, "bricks and mortar" Registered Agent firm - so clients are always welcome to visit us.
No. But before the Registered Agent starts a new incorporation, all new clients must sign a formal company formation order. The incorporation documents themselves (Memorandum of Association, Articles of Association, First Minutes and Resolutions) will be signed by the initial Subscriber, as provided by the Registered Agent, according to the incorporation procedure as prescribed by the Belize International Business Companies Act.
This is a standard set of information and documents, known as KYC (Know Your Customer) or Due Diligence. These requirements are applied uniformly by all licensed Registered Agents, in accordance with the respective requirements by the financial services regulator (Belize International Financial Services Commission). In line with these requirements, we will need a clear passport copy and proof of address for all beneficial owners and (if any) individuals involved with the company in any major capacity - directors, shareholders, signatories. We will also need our standard Terms and Conditions countersigned and the IBC Order Form completed. To speed up the incorporation process the ID documents can initially be sent scanned by e-mail or by fax. Nevertheless, we will need to be in receipt of this paperwork in original form before the company documents are dispatched.
A proof of address is any original document which features the full name of the person together with his residential address. A utility bill, bank statement, credit card statement, mortgage or credit union statement, local authority tax bill, home security services bill, landline telephone bill, local council rent card, or an official statement of the residential address issued by the local municipality, notary or banker can serve as proof of address. A national identity card or drivers licence can also serve as proof of address, if it contains the residential address and if such document is provided in addition to the passport of the same person. For Due Diligence purposes, a proof of address must be in original (no photocopies!), and issued in the past three months. It is assumed that the proof of address document would provide a believable information as to what is the real, actual residence address of an individual. That´s the whole logical purpose of requiring this document.
A bank reference is one of the usual documents for KYC / Due Diligence purposes. Bank references are routinely asked from new clients at new bank account openings, including opening of the bank account for an offshore company. Bank references are required from all individuals involved with the new account, including the beneficial owner of the underlying offshore company. Requests for bank references from new clients is standard procedure in virtually all banks, including offshore banks. In some cases we may also ask new clients to provide a bank reference for our due diligence purposes.
A bank reference is a fairly standard letter from any bank where You have an account. A reference should simply state that You are their customer for a period of years (preferably, for at least 3 years) and should confirm that Your banking relationship has been acceptable, without any defaults from Your part. The bank reference can also confirm Your residential address, as it features in the records of the bank. This way the bank reference can also serve as proof of address, so there will be no need to provide a separate proof of address. A bank reference may be obtained on the basis of any banking relationship - a personal account, joint account or a business account (of a company), insofar as You have signatory rights in that account.
A bank reference is not a guarantee. It is just a standard, informative letter. As such, a bank reference is well known to all bankers, so they won´t be surprised when You ask for it. Every bank usually has its own wording for a reference. That`s perfectly acceptable. Some banks may also include a disclaimer to the extent that the reference letter is for information purposes only and does not provide any representations or guarantees on banks´ part. Such wording is also no problem, as the purpose of bank reference is not to guarantee anything - just provide a basic confirmation that they know You.
The bank reference does not have to reveal any confidential information! Bank reference does not have to state the account number, the amount of funds on the account, the outstanding loan or any other kind of personal financial information! If by some reason or misunderstanding the bank is purporting to include any more confidential details in the reference (like the account number), You may request them to withold any such details. A bank reference should be nothing more than just an informative letter, stating that the bank knows You for certain period of time as a decent customer - without going into any further detail.
The underlying logic for the bank reference is to establish that the particular person is a regular member of society with some economic activity or vocation - as all such individuals would normally have some sort of bank account. The secondary purpose of a bank reference may be to confirm the identity and address of an individual by an independent, reputable financial institution (the bank).
The preventive purpose for requesting the bank reference is to avoid fraudulent attempts to register an offshore company in the name of a "ghost", a dead person, or in the name of a marginalized, impoverished individual, who might just have sold his passport on a street corner. It is highly improbable that such individual would have a long-standing banking relationship.
A professional reference may serve as a suitable alternative to the bank reference, described in the previous question. Same as the bank reference, a professional reference may state that the writer of the reference knows the particular person for a prolonged period of time (at least several years). A professional reference should briefly describe the manner of relationship - usually that would be a professional relationship. A professional reference may be be issued by a barrister, a solicitor, a notary, a judge, an auditor, a chartered accountant, a financial advisor or just about any other reputable individual with whom the subject of the reference has a long-standing professional relation.
Yes, but not in too much detail. In general terms, we would need to know what is the intended area of operation for Your new IBC. Indication as to what You indend to do with Your offshore company would often be to Your own benefit, as sometimes we could prevent potential trouble in case if the intended business happens to be one of the activities requiring a special licence. Sometimes we could also suggest some adjustments to the corporate structure of Your IBC if we know what exactly You expect to do with it. Anyway, to register an offshore company You don`t need to come up with any commercially sensitive information, names of Your potential clients, detailed product descriptions or anything to that extent. We would also need to know, in broad terms, the expected geographical area of operation of the new IBC. Again, in many occasions this knowledge may allow us to give You some suggestions as to the most appropriate structure or usage of Your IBC.
In essence, the company owners must be identified and the documents are required to reduce the risk of the offshore companies being used for criminal purposes. According to Anti-Money-Laundering laws in force in nearly all the countries of the world, in order to prevent money laundering, terrorism financing and international crime, all the financial services providers (which includes us) must know and confirm by documents the particulars of their clients. In terms of Due Diligence regulations, we are much like a bank. We must clearly determine the identities and whereabouts of all our clients. Therefore, a certified passport copy and a recent proof of address must be provided in all cases and other documents may be requested depending on the circumstances. As indicated before, this information remains confidential on our internal file only. It is not filed to the Company Registry and it is not available to public. Nevertheless, an IBC cannot be formed anywhere in the world by any Registered Agent without the required documents being presented.
The incorporation of a Belize International Business Company normally takes 24 hours. Additional certification of primary documents by Notary and Apostille may take another 1 to 4 business days, depending on the actual workload of the relevant notarial offices and Government departments. While Your IBC would usually come into legal existence within a day after Your order is received and confirmed, it may be up to two weeks until You receive the documents. Please note that the actual timeframe of completed incorporation will mostly depend on whether we have received the complete Due Diligence information and the payment. Before sending out the IBC documents, the formation services invoice would have to be paid, and the orginal due diligence documents received at our end, as described above. Delays with any of these two items will delay sending out the IBC documents.
We accept payment by all major credit cards, by a bank wire transfer or by Western Union cash transfer. We DO NOT accept any forms of e-money (PayPal and similar). Clients preferring to visit us personally may pay for their new offshore incorporation in cash.
Generally - no refunds once the company formation order has been received, confirmed by the client and put in motion. This is in part because part of the fees are paid to the Government - and the Government does not provide any refunds. Neither can we.
As a matter of exception, however, we may provide a refund or a partial refund in case of a new incorporation that is cancelled for good reason. If the newly incorporated IBC has a fairly generic (non-specific) name and has a standard organizational structure, we may keep that IBC on our shelf companies list and refund the client all or part of the fees paid. Of course, that could only be done if the IBC documents have never left our office.
No. It is impossible for us to verify that the IBC has not been involved in any deals or obligations. We absolutely do not buy back or re-sell any IBC`s once they have been transferred to the client. However, You may re-sell the offshore company privately, to anyone who agrees to buy it from You. In such case we will assist with all changes that are necessary in the internal structure of Your IBC in order to formally transfer it to a new owner.
Yes, there are. We will usually refuse to register an offshore company for any types of multi-level marketing scheme operators. We will also not provide IBC incorporations for clients who purport to raise funds from general public while avoiding to be licensed and regulated as investment managers, or in any other way attempt to bypass the legal licensing requirements in regulated areas like investment management, securities trading, insurance and banking. We will not provide our services to companies trading in weapons, ammunition or military technology, nor to any companies providing adult services. We will not register political and social organizations, non-profit organizations and charities. We will also not register offshore companies for Politically Exposed Persons, i.e. individuals, who are members of any state or municipal governments of any country or who are high-ranking government officers.
In general, we may refuse the provision of any offshore services, at any time, if it appears that our client has not been truthful with us. If the client has intentionally and grossly misinformed us on his intended area of business, and if this business appears to be compromising on legality, we will resign immediately.
There is no suitable legislation in Republic of Belize supporting offshore gambling/gaming operations. Therefore, Belize is not the appropriate offshore jurisdiction for this type of business.
Yes. Belize has a comprehensive Mutual Funds Act, adopted in 2000 and revised in 2011, which regulates offshore mutual fund registrations. To start with, we would suggest You download and peruse a full text of this legislation from our Downloads section. We may assist clients wishing to establish an offshore mutual fund in Belize. Please note that the potential success of the licensing under the Mutual Funds Act mostly depends on the character, professional experience and business background of the applicant. Financial forecasts and substantial amount of information will be required from potential applicants. There are no guarantees of success for licensing, and rejections are possible.
Ready-made companies go by their other name: "shelf companies". These are offshore companies that have already been registered by the Registered Agent and are awaiting "on the shelf" until they are bought by an interested client (hence the name). The primary purpose of buying a ready-made company is to save a bit of time that would otherwise be spent during the complete new-registration procedure.
In some circumstances it may also be necessary to have an IBC, that has already been in legal existence for some time - for formalizing an existing de-facto deal, or for purely having a company with a more respectable age. A variation of this option are the so-called "vintage" or "aged" companies. A vintage company may have been held for several years "on the shelf" before it is sold to a customer. A purchase of a vintage company is justified when there is a genuine necessity to show that the company has actually been in legal existence for quite some time.
While a regular shelf company would usually cost the same as a brand-new IBC, a vintage company will always be much more expensive. This is because the government fees, the Registered Office and Registered Agent fees for all the previous years will have to be covered on top of the primary incorporation fees.
Ready-made IBC`s are guaranteed by the Registered Agent to have no transaction history whatsoever. Quite simply, shelf companies have been absolutely dormant since incorporation. Documents of a shelf company have never left the Registered Agents` offices. Written guarantees can always be provided by the Registered Agent to confirm that the shelf company has not traded.
Yes. It will just cost extra, because the name change for any existing IBC is a separate procedure through the Registry of Companies. It involves additional government and professional fees. Registries in some offshore jurisdictions are slightly discouraging and slow about IBC name changes, but generally this is not a problem, apart from the additional professional fees. A Belize IBC may change it`s name in a few days.
Yes. There is a specific procedure for that, called continuation. The Belize International Business Companies Act permits a foreign company which is in good standing in their own country, to be re-domiciled into and become registered in Belize. Such continuation must, however, be allowed under the laws of the country of original incorporation. Most, but not all, countries allow their companies to be re-domiciled and continued in other jurisdictions. The continuation procedure itself is largely similar to a standard registration process for a new IBC. The main difference is that a number of additional documents must be presented to the Registry in order to confirm the legal existence, good standing and proper decision of the foreign company to be continued as a Belize IBC. Such documents will specifically have to be obtained by the owner of that company, from its home jurisdiction. Therefore, the continuation process is not entirely automatic and requires certain input from the owner of the IBC. The company name should also be available in Belize, otherwise the "incoming" company will have to change it`s name in the process to a name available in Belize.
The end result of the continuation process is the alteration of the foreign company into a Belize International Business Company. The new Belize company remains the legal holder of all assets and liabilities of the "old" company, the only difference is its country of registration, which would be Belize instead of the previous jurisdiction.
Ownership and Control of my Offshore Company
Yes. The change of Registered Agent is a fairly standard procedure for IBC`s. It can be done by passing a requisite Resolution of Directors of the IBC, amending the Memorandum of Association of the IBC by way of removing the old Agent and Address and inserting the new one. Such resolution will become effective in three business days after it has been sent by registered mail to the previous agent. Of course, the Resolution for change of the Registered Agent will also have to be filed with the Belize Registry of Companies.
Although legally the change of the Registered Agent is a pretty straightforward matter, those clients, who act in bad faith (for instance, try to avoid the payment of confirmed and past-due company renewal fees) will face difficulties. Quite simply, they may not find any Registered Agent willing to accept the administration of their delinquent IBC. Therefore, maintenance of the IBC in good standing is a top-priority necessity.
Yes, absolutely. The process is rather simple and involves three steps:
1. Adoption of the respective resolutions.
2. Provision of the Due Diligence documents of the new director to the Registered Agent.
3. Registration of the change in the Register of Directors.
The formal procedure of adoption of resolutions to remove the directors of the IBC and to appoint new directors depends on the structure of the particular offshore company. Namely, how many directors there are, how many shareholders, what is the quorum necessary to carry out corporate resolutions, what is the procedure for calling and holding meetings of members and/or directors. For those companies where full management services are provided by the Registered Agent organization, the change of the director(s) or any other amendment to the internal structure of the IBC can be effected as soon as all the beneficial owner(s) of the IBC expressly request such change to be carried out as all the necessary procedures can be performed and all the required documents prepared by the Registered Agent. To the contrary, when the Registered Agent firm does not provide the nominee director and nominee shareholding services - which means that all those managerial positions are filled by the client himself or his appointees - then the Registered Agent can only advise on the necessary procedures and paperwork. In such case, the necessary corporate resolutions will have to be executed by the owners of the IBC themselves.
Upon the change of the IBC director(s), Due Diligence documents of the new company director must be provided to the Registered Agent for approval. Such documents include a certified passport or national ID copy and an acceptable proof of address for individuals or, in case of a corporation, certified copies of its primary documents as well as a certified passport copy and proof of address of all its beneficial owners, shareholders, directors, members, managers as the case may be. Of course, no Due Diligence is required from the client if the new IBC director is a corporation or an individual provided by the Registered Agent as a professional third-party director service.
And last but not least, registration of the change in the Register of Directors. According to Belize International Business Companies Act, the particulars of the company directors, including the date of appointment and date of cessation as the IBC director, must be registered in the Register of Directors. This Register of Directors is prima facie evidence in all matters regulated by the International Business Companies Act therefore any changes must be registered without delay. Any company that fails maintaining the Register of Directors according to the law, is liable to a penalty of $ 25 for each day that the contravention to the IBC Act continues. The copy of the Registry must be kept at the registered office so once the Register of Directors is updated, a copy of it must be sent to the Registered Agent.
A shareholder is a person (a private individual or a corporate body), in whose name the shares in a particular offshore company are registered. So, it basically is what the name suggests - the "holder" of shares. However, in respect to offshore companies, a distinction must be made between "holding" the shares and actually owning them. While the shareholder may hold shares in his own name, he may at the same time hold those shares on behalf of another person. This is what is called a "nominee shareholder". In the case with nominee shareholder, the other person - who is, accordingly, the real owner of the shares - is called "the beneficial owner". Effectively, then, a nominee shareholder acts as a "nameplate" for the beneficial owner, preventing general public from seeing who is the real owner of the IBC.
In the nominee shareholding relationship, the beneficial owner is the person who is the actual, de-facto owner of the shares. The beneficial owner is entitled to all gains, profits and benefits accruing to such shares. The nominee shareholder is entitled to nothing, except his professional fee. The beneficial owner would also be the one who decides on the eventual sale or transfer of shares. So, not all beneficial owners are shareholders and not all shareholders are beneficial owners.
The director of the offshore company can obviously sign on behalf of it. Directors` signatory powers derive from the executive powers granted to him by the Articles of Incorporation of the IBC. If the beneficial owner himself is the director of the IBC, his signatory right is apparently unconditional. If the director is a third-party ("nominee director"), then such director would only sign on the basis of express instructions or authorizations from the beneficial owner. Under no circumstances would a nominee director be entitled to sign without such instructions, as it would contradict his mandate and the Terms and Conditions of business with the client. The only exception, when the nominee would be permitted to act in his own discretion, is when legal action is taken by a third party against the company or when such circumstances arise that in the opinion of the nominee it is necessary to take urgent action in order to protect the best interests of the beneficial owner or the IBC itself, and at the same time the beneficial owner has failed to provide clear, sufficient and lawful instructions. Then, in order to protect the IBC, the nominee is allowed to act independently, but of course in good faith only.
A person, who holds a valid Power of Attorney can also sign on behalf of the IBC, within the limitations contained in the wording of that Power of Attorney. It is quite common for the beneficial owners or their appointees to enjoy direct signatory powers on behalf of an offshore company through the rights granted by a Power of Attorney. However, this practice has certain risks and limitations - more on this subject in our Company Management section.
They can, but not always they do. One way or another, the owners always have the control over the IBC! Whether they also have a direct signatory right, depends on the internal structure of the IBC. The owners of the company may have direct signatory rights in the following cases: (A) if they are appointed as directors or officers (this can be done when there is no concern about confidentiality); (B) if a Power of Attorney or a Special Resolution assigning them signatory powers is issued by the offshore company. In (B), the beneficial owners can at will request such signatory rights be assigned to them. Again, there is more information on this subject in our Company Management section.
This depends on the actual configuration of the IBC. If You are a direct shareholder in the company (without using the nominee shareholding service), then Share Certificate(s) and an entry in the Register of Shareholders serves as your ultimate "proof of purchase". If nominee shareholder is involved, then the clients` proof of beneficial ownership is confirmed by another legal document. It can be named several different ways: a declaration of trust, a deed of transfer, a nominee services agreement, a beneficial owner declaration. Regardless of the title, this document, signed by the nominees, will confirm in absolute certainty who the real owner of the offshore company is.
A declaration of trust is the most popular type of legal document, which identifies the actual beneficial ownership of an IBC. A declaration of trust in the context of an offshore IBC is a written statement issued by the nominee shareholder to the beneficial owner. This statement confirms, essentially, that the nominee is in fact holding the shares in an IBC for and on behalf of the beneficial owner, and not for his own name. Such document would clearly state the name of the beneficial owner as the real owner of such shares, and would also reiterate, that the nominee can not transfer, deal with or dispose with the shares otherwise, than only under express written instructions by the beneficial owner. It would also state that all rights, profits, dividends and other benefits potentially accruing from such shares belong to the beneficial owner, and not to the nominee. A declaration of trust is one of those documents which the beneficial owner is well advised to keep in utmost secrecy.
Apart from the declaration of trust from the nominee shareholder, the beneficial owner can obtain a similar written statement from the nominee director. As an alternative, the nominee director can issue an undated resignation letter. The resignation letter can be executed by the client at any (later) time, thus removing the director from office with immediate or past (!) effect. Finally, a specific Company Management Services Contract may be drafted and concluded between the beneficial owner and the Registered Agent firm, the latter also representing all the nominees involved with the IBC. Normally, our standard Terms & Conditions of business serves as such contract.
To start with, we are not in the business of stealing money. We make money by providing incorporation, administration and management services to thousands of IBC´s. By even attempting to defraud one single client, we would lose all of our business. As a licensed Registered Agent firm, our operations are monitored and regulated by Belize International Financial Services Commission (IFSC), which supervises all corporate and trust service providers in Belize. Any dissatisfied client may complain directly to the IFSC. In that case our actions will be immediately investigated. If any wrongdoing on our part is determined, our firm will lose the license, we will be out of business and the responsible individuals may find themselves behind bars. In this respect, the business of International Corporate Service Providers in Belize is supervised and monitored as closely as that of banks or insurance companies. In fact, this is one good reason why You should buy offshore services from the source and avoid intermediaries - even if they appear cheaper! Many internet-only intermediaries are not regulated at all and they can indeed disappear without a trace, leaving You in the cold.
On a more practical side, an offshore company can be set up in a way that neither the Registered Agent nor any associate or nominee related to the Registered Agent have direct access to the funds and assets of the IBC. The Registered Agent may in fact have no knowledge as to where in the world such funds and assets are located. Such setup would mean that the beneficial owner would have to be the sole signatory on company accounts, which is not the best option for secrecy purposes. However, if the beneficial owner chooses such option, even a theorethical possibility of embezzlement is virtually eliminated.
The name of the IBC, registration date, registration number, Registered Office address and the name of the Registered Agent are the only pieces of information available on public record. The names of the directors, the names of the shareholders and the names of the beneficial owners are not on public record, but are of course on file with the Registered Agent (where they remain confidential).
Offshore Bank Accounts
No. To register an IBC, no bank account is necessary. Bank account opening is an optional service. Some asset-holding IBC`s in fact continue to exist without ever having a bank account.
This is because no paid-up capital is required to register an IBC. Therefore the IBC does not need to open and fund a bank account before registration. This is completely different than in many countries of continental Europe, where new companies are required to demonstrate that they have big paid-up capitals (in their temporary accounts), before they even get registered. Not so for an IBC. Bank account opening is optional, and it can be done at any time after registration.
No. A Belize IBC may open the bank account, or even several accounts, wherever the owner wants. There is absolutely no requirement for a Belize IBC to operate a bank account in Belize.
That being said, a local bank account in the country of registration may improve the credibility and "visuals" of the offshore company. The location of the account AND the company itself in the same country would appear as most logical and would not stand out of the crowd. This would lead to a perception that the particular company is indeed a regular, local business - as opposed to an "offshore" company. The opposite is also true - a Belize IBC with an account in, say, Panama, would not seem entirely "regular" to a casual observer. Such layout would largely stand out as "offshore" and, thus, possibly suspect.
How to choose the best bank from all the offshore banks? Should I open the account in a classic Swiss bank? Or should I go for account in a modern bank on a small offshore island?
In order to choose the most appropriate offshore bank for you and your business you should consider a number of aspects. Firstly, the services that the bank offers – does it provide exactly the services necessary to develop and operate your business? If you have an active trading business, you should not look at the banks that provide mainly wealth management services. And the contrary, if you wish to invest some of your funds in financial instruments, you do not necessarily need a bank providing small business loans or merchant services. Another important question, what are the fees of the bank? One bank may have just slightly higher fees than the other one but if you do hundreds of transactions of small amount every month or every day, you will feel the difference soon enough.
Each offshore bank has their own client acceptance policies. Verify if you and your business correspond to these policies. Some banks do not accept clients from particular countries or geographic areas, other banks do not accept certain types of business. Many banks have determined minimum balance to be maintained at the account. Will your IBC be able to satisfy this requirement?
A few other issues that should be considered: is the bank in your time zone or the time zone of your clients to be able to contact it at the time you need? Do the staff speak your language? What is the quality of work ethics in the particular bank or in the jurisdiction of the bank in general as this may result in good service, quick and accurate work or, on the contrary, delays, mistakes and poor attitude.
Once all the above questions are answered you may be left with surprisingly few offshore banks to choose from.
No. The registration of an offshore company itself is a fairly straightforward process. On the contrary, opening of a bank account, even for the same newly registered IBC, is not automatic and not guaranteed. The success of the offshore bank account opening does not depend on us, it depends on You. The corporate status and structure of the IBC is not too important when opening the bank account. The personal and business details of the beneficial owner are most important. The main pre-requisite for a successful offshore bank account opening is to provide a clear and logical information as regards the intended business of the company – this is the first block of information that the bank will review during the application. Some offshore banks even agree to assess the business description before the formal application is filed. The bank will also estimate the potential profit of the client to the bank – how much income the business in question will bring to the bank (frequent or high-value transactions, use of credit cards, interest in other services offered by the bank) as compared to the expenses of the bank for the client’s KYC check and regular KYC update. The next important item of the bank account application is personal background of the beneficial owners of the IBC. A detailed Curriculum Vitae showing experience in the field of the proposed business is a valuable part of application.
All this information is something that we cannot prepare for the client, only the client himself can come up with this information. Once the application is filed, the bank will review and assess all the details and will make the final decision. We can assist with preparation of the application to make it look as good and appropriate as possible, but we cannot influence the banks on their decisions therefore we cannot provide any guarantees as to whether the account will be opened or not.
The offshore bank account introduction is a professional service, which takes time and effort on our part. As Approved Introducers to the bank, we refer our client to them, provide the client with a full set of account opening forms, provide assistance or instructions as to how these forms should be appropriately completed and recommendations as to what information should be provided and how. Following the completion of the account application file, we introduce the client to a dedicated customer services manager in the bank. The banker would then take over the whole account application process directly. The bank account introduction is a one-time service.
In many instances, the offshore bank account opening can be completed by mail, without a personal presence of the client. At the same time, there are banks which require the beneficial owner to be personally present, either at the time of account opening, or within a certain timeframe after opening.
No. The bank account introduction fee does not guarantee the opening of the offshore bank account. It is a service fee, for the Registered Agent`s best efforts to assist during the account opening procedure. But the end-decision is with the bank, therefore nothing is guaranteed.
The success of an offshore bank account opening mainly depends on the particulars of the beneficial owner, his background and his business. This information is provided to the bank by the client himself, not by the Registered Agent. In essence, the bank will attempt to determine how safe and valuable the potential client is for the bank. Is the new applicant worth accepting, or is he only going to be a trouble? On these considerations, banks do sometimes reject new offshore account applications. Prior to the bank application, the best we can do is provide an "educated guess", estimating the potential success or failure, based on our knowledge of similar earlier applications. The end decision, however, will always be with the bankers!
Some banks require this. Some don`t. In most cases, the offshore account can be opened by sending the application documents by mail, or submitting them via Registered Agent. Note, however, that a personal appearance of the beneficial owner in the bank considerably increases the chances for a successful offshore bank account opening! This is because the bank`s Know Your Customer rules place great emphasis and value on a personal meeting with the customer, as opposed to only having the file of documents. So, whenever You have a chance to personally meet Your offshore banker, do so - it`s worth it.
The clock actually starts ticking after the bank has received the completed bank account application. The account application must contain a number of documents and information from the beneficial owner. Of course, we can not influence the time taken by the client to fill these forms and to obtain these due diligence documents. From the moment the application is with the bank, it can take from a couple of weeks to several months until the bank comes up with a letter of acceptance - or, sometimes, rejection. Any typical offshore bank will take time to thoroughly examine all the details of the application and to assess the potential client. It will verify authenticity of the documents and certifications forming part of the application directly with the providers or certifiers of these documents. In some cases the bank may ask for some clarifications or extra documents from the applicant. Then, obviously, it would take additional time until such information or documents are provided. All in all, it is difficult to determine an exact timeframe for an offshore bank account opening. A previous experience with the same bank may serve as a point of reference, but only to a degree.
Even if the IBC involves nominee directors, You can certainly have the signature right in the offshore bank account. That would allow You to directly control the transactions. At the same time, a more secure arrangement (from the fiscal correctness point of view) is one where the professional third-party manager effects control over the bank account. In this case, the relationship between the beneficial owner and the nominee director is regulated by the standard Terms & Conditions of business and, if necessary, by a more specific client-manager contract. Such contract could determine, in particular, the procedure of passing any instructions and information from the client to the manager in the most secure and confidential way.
It is certainly possible, and advisable, for nominee director to be appointed as the bank account signatory. Having a nominee director as bank account signatory amounts to a "full company management", and is actually the most proper and most confidential form of arranging the affairs of an offshore company - while, certainly, simpler arrangements exist and are sometimes preferred.
An account signatory is an individual who has signatory rights in the bank account. Such rights are granted by a Company Mandate (a special resolution, signed by the company Director(s), resolving to open a bank account and to appoint particular individuals as account signatories). An account signatory may "sign" on the account - which means, (s)he can execute transfers, sign cheques and otherwise dispose with the money on the account. An account signatory may either have a single signatory right, or a joint signatory right together with another person. In the latter case, only two signatures are good to execute a transaction. In principle, there is an endless variation of options of how to configure joint signatory rights on a bank account.
For any regular company, the most obvious option is that the director is also the account signatory. However, anyone can be an account signatory to a corporation - even if such person is not formally related to the company. For instance, the beneficial owner of an offshore company, even if he is not formally registered as director or shareholder of the IBC, may be appointed as account signatory. He may be appointed to sign singly, or alongside the director or other officers. In offshore company management, licensed company managers, who are obviously not the actual owners of the funds, would routinely act as account signatories for and on behalf of the beneficial owner, in IBC accounts. In such case, the actions of the signatories would mainly be determined by their client-manager relationship with the beneficial owner. Such appointed account signatories would in fact only be allowed to execute any banking transactions if expressly required by the beneficial owner, and not at their own discretion.
No, it is not possible. The personal information of the beneficial owner of the company is one of the key elements in the bank account application. Successful application considerably depends on the personal details and experience of the client in the intended business therefore the beneficial owner will have to fully disclose his identity and professional background to the bank.
Additionally, all offshore banks have strict KYC regulations and they will require certain documents of all the shareholders, directors, beneficial owners and account signatories of the IBC. Most banks will ask for a certified passport copy, a proof of address and a bank reference letter, nevertheless, these requirements vary from bank to bank and different documents may be asked and/or accepted by different banks.
Company business description is another item of great importance in the offshore bank account application process. It is one of the first things that the banks view and consider when deciding on acceptability of the client.
We do not and we cannot know the business particulars of your IBC as well as your personal details therefore we cannot contrive this part of application without your participation. And, the more thorough your participation is, the better chances of account opening.
Yes, certainly. The regular set of documents of Your Belize IBC (if properly certified by notary and legalised by Apostille) corresponds to the formal documentary requirements of most banks, as far as the internal structure and configuration of the IBC is concerned. However, as described above, in order to open a bank account for an offshore company, the background and the proposed business details of the actual owners and controllers of the company is the most important detail.
Many beneficial owners would operate their offshore companies in an independent fashion and would open their offshore bank accounts independently, with bankers whom they may already know. This is perfectly acceptable.
We only offer bank account introductions to client companies, which are administered by us, or by any of our other offices within the Fidelity Corporate Services group (British Virgin Islands, Seychelles). We do not provide offshore bank account introductions to companies incorporated and administered by other Agents, unless such company is transferred under our administration
Some banks do offer personal offshore accounts, and such service can be arranged. It really depends on whether the bank will be willing to open a personal account for a particular individual. Again, the personal background of the individual will be the most important aspect.
Yes. There`s hardly an offshore bank that would not issue credit cards. Of course, it`s where they make good money. As compared to "domestic" banks issuing credit cards to their resident citizens, obtaining a credit card from an offshore bank might involve surprisingly less favourable pre-conditions. Most notably, substantial guarantee deposits are usually required from non-resident clients in order to obtain offshore credit cards.
Yes, but we do not guarantee the success for such applications. While we can introduce the client to a few reliable card merchant service providers, the success of obtaining a merchant account will depend on the actual business background of the client.
Annual Maintenance of Offshore Companies
The annual renewal fees are the government and professional fees that You (that is, your IBC) will have to pay every year in order to maintain the company in continued existence. These costs are usually fixed. They are known and can be quoted in advance. The annual renewal fees essentially replace the taxes and some of the administration costs that would normally be payable by any regular "domestic" company. Obviously, the total maintenance costs for an offshore company are usually much less than for a business company based in any high-tax country.
The annual renewal fees consist of two main parts - mandatory fees and optional fees. The mandatory fees cover the absolute minimum necessary to maintain the company in good standing. The optional fees are charged for services which enhance and improve the offshore company, but are not absolutely essential. Usually, the type and the amount of the optional fees depend on the exact configuration of the offshore company. Sometimes, the optional fees may involve administration charges calculated on time-spent basis.
The mandatory fees always include (a) the fixed Government fee, and (b) the Registered Office and Registered Agent fee, (c) compliance fee – file review and KYC update.
The Government fee is essentially a fixed amount of state duty paid by all offshore companies instead of the income tax. Regardless of the name (franchise tax, exempt duty, registration fee, etc), the Government fee is quite simply a fixed tax levied by the Government for the privilege of being incorporated "under the flag of convenience" of the particular tax haven country.
TThe Registered Office and Registered Agent fee is a professional fee. It is paid to the Registered Agent for his role of an official intermediary between the owners of the company and the Government of the tax haven. This fee also covers the usage of the Agents´ office address as the legal address of the offshore company. The Registered Office/Registered Agent fee also covers the minimum administrative services necessary to comply with the regulations of the International Business Companies Act. The law requires that in order to be in good standing every offshore company must have a Registered Office and a Registered Agent, so this service is pretty much mandatory. Compliance fee is paid for periodic review of the Belize IBC file and update of the Due Diligence documents of the company owners, directors and other involved persons. Such frequent document verifications are required by law therefore the fee is part of the mandatory payments.
The optional fees would be payable for offshore company management services, if such are chosen. Such optional services would include (a) third-party (nominee) directorship services; (b) nominee shareholder services; (c) third-party (nominee) account signatory services; (d) "virtual office" services, such as mail and fax forwarding, document remailing and call handling; (e) miscellaneous secretarial, legal, accounting and managerial services, billed either on a fixed-amount or time-spent basis.
For the sake of simplicity, the annual renewal fees are normally invoiced once a year, usually all at the same time when the Government duty is payable. The fixed-amount annual renewal fees are payable in advance, for the following year. In more complicated offshore company management appointments some fees may be billed on time-spent basis. These are invoiced either monthly or quarterly.
You do use them. More exactly, your IBC does. Apart from lending his office address to be represented as the legal address of your IBC, the Registered Agent is also legally responsible for safe custody and update of certain corporate documents - namely, the Memorandum and Articles of Association of the IBC, the Register of Members, the Register of Directors, copies of all Resolutions, notices and filings produced by the company during its existence. Furthermore, unless the directors of the company have resolved otherwise, the Registered Agent is also the custodian for all Minutes of the meetings and Resolutions of Shareholders, and all Minutes of meetings and Resolutions of Directors. It is the duty of the Registered Agent to keep these documents up-to-date and available for inspection by the directors, shareholders and owners of the IBC. Finally, the Registered Agent acts as the official intermediary between the IBC and the Belize Government, in particular what concerns timely payment of the Government renewal fees. All in all, the Registered Agent performs several important legal functions, which are essential for the IBC to legally exist.
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 50% penalty. If this fee as well as the annual fee is not paid by the end of the year, 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.
The proper procedure for discontinuation of an International Business Company is a voluntary winding-up. It is a straightforward procedure, which involves preparing and filing a statement of solvency, producing a statement of assets and liabilities, appointing a liquidator, publishing announcements the local media, preparing and filing several resolutions and documents with the Registrar. Most of this procedure can be performed by the Registered Agent, but some client involvement is required, in particular as regards assets and liabilities acquired during the course of business of the IBC. After a voluntary winding-up is properly completed, there is no more recourse for any creditors against the IBC, neither there is any deferred or potential liability for the directors, shareholders and owners of the IBC.
How to Register?
From company order, name check and reservation, documentary requirements guidelines, feedback and timing. Step by step guide how new Belize offshore company registration is done.
