Update – December 15, 2022

Please note that there is no longer any difference between International Business Companies and Local (Chapter 250) Companies in Belize.  Both now fall under new laws for Belize Companies under the Belize Companies Act, 2022. 

This new law was passed in mid 2022 by the Financial Services Commission with the goal to modernize Belize’s corporate sector.  The Act repeals and replaces the International Companies Act, Cap. 270 and the Companies Act, Cap. 250.

For most people formerly interested in IBCs – especially those who do not plan on doing business in Belize – our office now recommends Internationall LLCs.  Contact us to learn more.

Learn more about the changes here:

Who Will Be Affected By These Changes?

There won’t be many changes for some offshore companies based in Belize. Others will be affected in several ways.

One area where things will be different is the matter of issuing shares. Both companies limited by guarantee that were authorized to issue shares, and those that were not authorized to do the same, will have new rules to follow. The same will hold true for unlimited companies previously authorized to issue shares and unlimited companies that could not issue shares under the previous laws.

Private trust companies must also make changes to comply with the new Act’s provisions. The same is true for foreign companies across the board. Segregated portfolio companies must also rethink their current operations to be fully compliant.

Re-Registration Process

All companies formed under the provisions of the two previous laws need to re-register. This applies to any Belizean company that was established under those laws.

The re-registration process needed to be completed by the end November 2022 in order for companies to remain in good standing.  If your company has not been re-registered, contact us for assistance.

To aid in the registration process, Belize has launched the Online Business Registry System (OBRS). All registrants will receive a nine-digit company number and electronic certificate after completing the registration process.

Financial Records

A provision in the new Act changes what documents and records offshore companies are required to maintain within the country. While some choose to keep financial records within the nation, others store financial documents outside Belize. With the new Act, it will be necessary to keep copies of certain documents within the country.

Business owners must maintain a document confirming the location of original documents outside Belize. The other is to have copies of all transactions that accurately assess the company’s financial condition.

Streamlined Procedures

Much this new Act focuses on making it easier for business owners to undertake the basic processes related to establishing and continuing compliance with government requirements. That includes the use of modern technology to manage those tasks. The older laws did not address the use of technology in this area. 

Now, the ability to complete requirements digitally, submit returns and reports quickly, and even receive digital confirmations and receipts will make it all the easier to stay on top of communication with the government.

Virtual Meetings

While registration in Belize has tended to be less complex than in some other nations, the new Act aims to simplify the process. Meetings that had to take place in person before can now happen by video conferencing. Recording the video conference is not required but can be conducted with the agreement of both parties.

Limits on the Number of Shareholders

Some company structures had statutory limits on the number of shareholders a company could secure. The new Act changes that, allowing business owners to expand the number of shareholders. This is seen as one way to allow the company to grow while maintaining a reasonable amount of regulatory authority.

There are still be guidelines related to the issuance of shares, how investors have a voice and vote in company matters, and other essentials. What has changed is that companies now have greater latitude in these areas than was allowed under the previous legislation.

Protections for Minority Shareholder Rights

While minority shareholders have enjoyed some protections under previous laws, they now enjoy greater protection. That includes granting statutory rights in some instances that were not possible. Some provisions provide more mechanisms that ensure minority shareholders are treated fairly.  By adding these protections, company owners will find it easier to take on shareholders who begin with smaller shares but may be in a position to secure others later.

Liquidation of a Registered Company

The reality is that not all companies are successful. Before the new Act, the process of liquidating company assets as part of a shutdown was somewhat cumbersome. The process is now more straightforward and requires less time to complete.

That does not mean there is no government oversight or any provisions that require compliance. What it means is that the process for liquidating the company will be less complex, allowing company owners to settle debt and move on with greater ease.  Our firm can assist as liquidator of a Belize company.