Incorporate a company in Belize to access a stable economy, a growing financial sector, and a strategic location in Central America and the Caribbean. Doing business in Belize appeals due to a favorable tax structure, business-friendly regulations, and English-based legal system. Key sectors include offshore finance, real estate, tourism, and agriculture. Biz Latin Hub specializes in incorporating a company in Belize, ensuring full compliance and efficient incorporation. Partner with us to navigate this promising market successfully. This guide details the key steps and considerations for foreign investors looking to leverage Belize’s offshore corporate structures.
Pre-Incorporation Checklist
- Select a Registered Agent: Appointing a licensed registered agent in Belize is a mandatory first step. This agent will handle the submission of your incorporation documents.
- Verify Company Name: Ensure your desired company name is available and complies with Belizean regulations. Names cannot be identical or misleadingly similar to existing companies.
- Prepare Due Diligence: Have certified copies of passports and proof of residential address for all proposed directors and shareholders ready. Banks and registered agents will require this information.
Key Takeaways On Incorporating a Company in Belize
| Is Foreign Ownership Permitted? | Yes 100% foreign ownership is allowed in Belize. |
| Steps to Incorporate a Company in Belize: | Step 1: Name Check Step 2: Complete a Memorandum and Articles of Association Step 3: Approval from Central Bank Step 4: Obtain a Certificate of Incorporation Step 5: Director Appointment Step 6: Officer Appointment Step 7: Issuance of Company Seal |
| What Are The Common Entity Types in Belize? | International Business Company (IBC) Limited Liability Company (LLC) Private Limited Company Public Limited Company Partnerships Trusts and Foundations |
| Why Set-up a Company in Belize? | Registering a business in Belize offers a favorable tax regime, including no capital gains tax. |
7 Key Steps to Incorporate a Company in Belize
These are the 7 key steps to incorporate an offshore company in Belize.
- Step 1: Conduct a Company Name Check
- Step 2: Complete the Memorandum and Articles of Association
- Step 3: Obtain Approval from the Central Bank (if applicable)
- Step 4: Receive the Certificate of Incorporation
- Step 5: Appoint the Company Director(s)
- Step 6: Appoint Company Officer(s)
- Step 7: Issue the Company Seal
Step 1: Conduct a Company Name Check
Before diving into the incorporation process, the first crucial step is conducting a name check. This involves ensuring that the proposed name for your company is unique and compliant with Belizean regulations. Choosing an appropriate name sets the tone for your business identity and ensures that it aligns with your branding strategy.
Step 2: Complete the Memorandum and Articles of Association
Once you’ve secured a suitable name, the next step is to draft and complete the Memorandum and Articles of Association. These legal documents outline the company’s objectives, rules, and regulations governing its operations. They serve as the foundation upon which your company operates and provide clarity on the rights and responsibilities of shareholders and directors. This foundational document must clearly define the company’s purpose and internal regulations. It is advisable to keep the business objects clause as broad as possible to allow for future flexibility.
Step 3: Obtain Approval from the Central Bank (if applicable)
Obtaining approval from the Central Bank of Belize is a pivotal step in the incorporation process. This step ensures compliance with foreign exchange regulations and demonstrates your company’s commitment to operating within legal frameworks. Approval from the Central Bank validates your company’s eligibility to conduct business activities within Belize.
Step 4: Receive the Certificate of Incorporation
With the necessary documentation in place and approval from the Central Bank secured, the next milestone is obtaining a Certificate of Incorporation. This official document issued by the Belize Companies Registry confirms the legal existence of your company.
It serves as proof of your company’s incorporation and is essential for conducting business transactions and opening bank accounts. Once issued by the Belize Companies & Corporate Affairs Registry, this certificate is conclusive evidence of the company’s legal existence.
Step 5: Appoint the Company Director(s)
Appointing directors is a critical aspect of company incorporation in Belize. Directors play a key role in governing the affairs of the company and making strategic decisions. It’s essential to carefully select individuals who possess the skills, experience, and integrity to fulfill their duties effectively. Ensure compliance with Belizean laws regarding director eligibility and responsibilities.
Step 6: Appoint Company Officer(s)
Alongside directors, appointing officers such as a company secretary or treasurer is vital for ensuring smooth operations. Officers are responsible for administrative tasks, regulatory compliance, and financial management. By appointing capable officers, you can enhance governance practices and maintain transparency within your organization.
Step 7: Issue the Company Seal
The final step in the incorporation process is obtaining a company seal. The company seal is a stamp engraved with the company’s name and emblem, symbolizing its authority and authenticity. It is commonly used to execute official documents, contracts, and agreements. Securing a company seal adds a professional touch to your business dealings and reinforces credibility in the eyes of stakeholders.
If you are a client of the Biz Latin Hub, at this point all of the original documents and the company seal will be mailed to your residential or chosen address.
Note: All local companies (NOT offshore) in Belize must be audited by an independent officer who has to check the books and certify the annual accounts. The Director and Secretary cannot act as the auditor.
What are the Main Types of Companies in Belize?
There are 5 main types of entities in Belize:
International Business Company (IBC): This is the most common and popular type of company in Belize. IBCs are used for international trade, investment, holding assets, and other business activities. They offer benefits such as tax exemptions on income earned outside Belize, confidentiality for shareholders and directors, and ease of formation.
Key Feature: High level of confidentiality, as director and shareholder details are not on public record. Exempt from all local taxes.
Limited Liability Company (LLC): This type of company is ideal for businesses where liability protection for the owners is desired. It combines the flexibility of a partnership with the liability protection of a corporation. LLCs in Belize are governed by the Companies Act and provide limited liability for their members.
Key Feature: Offers flexible management by its members and combines the limited liability of a corporation with the tax treatment of a partnership.
Private Limited Company: A private limited company in Belize is used for local business operations. It limits the liability of shareholders and is often chosen by those looking to operate within Belize’s domestic market. The company must have at least one director and one shareholder, who can be the same person.
Public Limited Company: This type of company is suitable for businesses planning to raise capital by offering shares to the public. It requires at least two directors and more extensive reporting and governance compared to private companies.
Partnerships: Belize also allows the formation of partnerships, including general partnerships and limited partnerships. These structures are suitable for joint ventures and businesses where partners share profits and liabilities. Limited partnerships provide limited liability to certain partners while others have full liability.
Trusts and Foundations: Belize is known for its robust legal framework for trusts and private foundations. These entities are often used for asset protection, estate planning, and charitable purposes.
What are the Main Advantages of Belize for Offshore Company Incorporation?
There are many advantages for offshore company corporations in Belize. A legal entity can be established in Belize by either a resident or a non-resident, without any local ownership restrictions and/or requirements, with the primary difference being that a non-resident owning a company must be approved by the Central Bank. Other advantages of incorporation include:
- Full incorporation completed within two weeks
- Relatively inexpensive set-up and annual renewal fees
- No minimum capital requirements
- Only one shareholder or director is required
- Your presence is not required in Belize for incorporation as a non-resident
Expert Tip: Choosing Between an IBC and an LLC
A frequent question from our clients is whether to choose an International Business Company (IBC) or a Limited Liability Company (LLC). While both offer significant advantages for offshore operations, the choice often comes down to management structure and investor familiarity.
An IBC has a more traditional corporate structure with directors and shareholders, which is often preferred by those accustomed to standard corporate governance. In contrast, an LLC is managed by its members and offers greater operational flexibility, similar to a partnership. We advise clients to consider their long-term operational plans; if you anticipate bringing in multiple investors with varying roles, the formal share structure of an IBC might be more suitable. If you are a small group of partners seeking simplicity and direct management, an LLC could be the better fit.
FAQs When Incorporating a Company in Belize
According to our experience, these are the most common questions and doubts of our clients when incorporating a company in Belize
1. Can a foreigner have a business in Belize?
Yes, foreigners can own and operate businesses in Belize.
2. What is the Belize Company Tax ID (TIN)?
The Belize Company Tax ID is often referred to as the Tax Identification Number, which is obtained by registering with the Belize Tax Service Department.
3. How long does it take to register a company in Belize?
Registering a company in Belize typically takes around 8-10 weeks, depending on the type of business entity and the completeness of the application.
4. What is an IBC in Belize?
An IBC is an International Business Company which has certain tax advantages as an offshore operator.
5. What types of entities offer Limited Liability in Belize?
Belizean LLCs offers limited liability in Belize.
6. What are the main characteristics of an LLC in Belize?
The main characteristics of an LLC in Belize typically include:
- Limited liability for its members.
- Flexibility in management structure.
- Pass-through taxation, where income is reported on the member’s individual tax returns.
- Simplicity in formation and maintenance.
- Ability to be used for various business purposes.
7. How many directors and shareholders are required to form an offshore company in Belize?
A single director and shareholder are sufficient to establish an offshore company in Belize.
8. Is it necessary to have a physical office in Belize for an offshore company?
No, a physical office is not required for an offshore company like an International Business Company (IBC). However, you must maintain a registered office address in Belize, which is typically provided by your registered agent.
9. Are company records and shareholder information public in Belize?
For an IBC, the details of directors and shareholders are not filed with the public registry, offering a high degree of privacy and confidentiality. This information is kept by the registered agent.
10. What are the annual compliance requirements for an IBC in Belize?
An IBC must pay an annual government license fee to remain in good standing. While there is no requirement to file annual returns or financial statements with the government, the company is required to maintain accurate financial records that can be made available to authorities upon request.
11. Are there any currency exchange controls for offshore companies in Belize?
Offshore companies, such as IBCs, are exempt from currency exchange controls in Belize. They can hold funds and conduct transactions in any currency without restriction.
Biz Latin Hub Can Assist You in Forming Your Company in Belize
At Biz Latin Hub, we provide integrated market entry and back office services throughout Latin America and the Caribbean, with offices in more than a dozen countries around the region and trusted partners in other markets where we don’t currently have a presence.
Our unrivaled reach around the region means that we are ideal partners to support multi-jurisdiction market entries and cross-border operations.
Our portfolio of services includes company formation, accounting & taxation, legal services, due diligence, and hiring & PEO, among others. So whatever your investment plans are, we can provide a package of services to suit your needs.
Contact us to find out more about how we can support you do business.
