Belizean
laws allow for the following categories of business
ownership:
- Private
Companies
- Limited
Liability Partnership
- Limited
Life Companies
- Joint
Ventures and Cooperatives
- Partnership
- Sole
Proprietor
- Public
Investment Companies
- International
Business Companies
- Trust
Funds
However,
almost all offshore or foreign businesses use
the International Business Company or Trust
forms, sometimes in combination.
Belize
International Business Company
An International
Business Company (IBC) is formed under the International
Business Company Act 1990.
An
IBC is formed by filing Articles and Memorandum
of Association along with the required fees.
The following are the main characteristics of
an IBC:
- There
is no minimum paid up capital requirement,
and capital may be expressed in foreign
currency;
- An
IBC may issue bearer shares and shares of
no par value; but bearer shares must be
held in the custody of a local registered
agent;
-
Subscribers may include an individual, a
corporation or a Trust;
-
A company may have nominee shareholders
using local licensed registered agents;
-
There is a minimum of one director, who
can be an individual or a corporation;
-
A secretary is not required (but can be
useful);
-
Each company must maintain a Registered
Agent and a Local Registered Office using
licensed individuals or companies - these
are the only details about an IBC that are
available on the public file;
-
There are no requirements for an IBC to
file details related to shareholders or
directors or for the filing of audits or
accounting reports;
-
No meetings are required of directors or
members;
-
There are no exchange controls for an IBC;
-
Foreign companies may continue (re-domicile)
as Belizean IBCs, and vice versa.
The
IBC act prohibits an IBC from:
- Carrying
on business with persons resident in Belize;
-
Owning an interest in real property situated
in Belize, except lease property for office
purposes;
-
Carrying on banking business;
-
Carrying on insurance or reinsurance business;
-
Carrying on the business of providing registered
agents/offices for companies.
Otherwise,
a Belize IBC may engage in any activity that
is not unlawful in Belize.
Belizean
IBCs are specifically exempted from any form
of income tax, capital gains or transaction
tax. Any IBC can conduct its business in any
foreign currency it may choose free of the Belizean
government regulation or restriction.
Among
the many uses of IBCs are:
- to
establish securities trading accounts in
the United States, Canada and Europe, either
directly or through Belizean intermediaries;
-
to hold title to real estate in jurisdictions
other than Belize;
-
to collect commissions, royalties or dividends
or to re-invoice trade transactions.
Trusts
established under Belize law (see below) often
incorporate a Belize IBC which serves as an
asset-holding device for the trust. This provides
an added layer of insulation, allowing the trust
to withhold details of its existence and beneficiaries
from third parties such as bankers or brokers
dealing with the IBC.
Belize's legislation facilitates speedy and
simple incorporation, and its modern and computerized
IBC Registry is capable of incorporating a company
within one hour.
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Belize
Trusts
Belizean
trusts are governed by the Trusts Act, 1992,
which was designed to incorporate modern and
flexible asset protection provisions. A validly
set up Belize trust may not be set aside on
the basis of claims from creditors in another
jurisdiction, or the order of a foreign court
on account of divorce, bankruptcy, etc.
The Act provides for the creation of a trust
(other than a unit trust) by oral declaration,
an instrument in writing (including a will or
codicil), conduct, operation of law, or in any
other manner whatsoever. A unit trust, however,
may only be created by an instrument in writing.
A trust (other than a constructive trust) over
land situated in Belize is not enforceable unless
evidenced in writing.
Registration
of trusts is optional. Either the settlor or
a trustee may apply to the Registrar. If a trust
is registered, a certified copy of the instrument
creating the trust (if any) needs to be submitted.
The Register is not open for inspection except
when the trustee of a trust (in writing) authorises
a person to inspect the entry of that trust
on the Register.
The
maximum duration of a trust (other than charitable
trusts) under Belize law is 120 years from the
date of its creation. Trust income may be accumulated
for a period not exceeding the maximum duration
of the trust.
See
Offshore Legal and Tax
Regimes for further details of the taxation
of trusts, and Law Of
Offshore for further details of the legislation.
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