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IBC registration in Belize according to the law 2022

IBC registration in Belize: new law of 2022

15. 09. 2022
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In the summer of 2022, Belize passed a new Companies Act. It changed the rules for opening and managing local and offshore companies. Among the crucial points - the registration of IBC in Belize 2022 will soon be unavailable. For existing businesses, there is a transition period during which they must bring the documents that should comply with the new rules.

Highlights of the Act

The new rules repeal the laws that govern both local and international businesses, including the IBC legislation, which regulated offshore companies in Belize. When the new law takes effect, all entities will have the same status and will be governed by the general law.

The main points are the following:

  • International firms (IBC) will no longer be registered.
  • All existing IBCs must operate under the new rules.
  • A transitional period for offshore companies will be announced in the coming months. It will start supposedly at the end of 2022. Until this time the firms must conform their work to the new rules.
  • Under the Financial Services Commission (FSC) the Belize Companies And Corporate Affairs Registry (BCCAR) has been created. It will be the sole register for both domestic and international offshore businesses.

To facilitate the registration of companies in Belize, the authorities started to work the creation of the Online Business Registration System (OBRS). It is scheduled to open at the end of 2022. Once it happens, all Belizean businesses must re-register, take an electronic certificate, and a new 9-digit number.

The main points about opening an offshore in Belize

  • An offshore company can be registered and operate only through a registered agent, and you can contact IT-OFFSHORE experts to get one. There is an exception for companies that have no foreigners among executives and shareholders.
  • Like before, the company must rent an office in the country. It can be a separate headquarters or an office of the company's registered agent.
  • A company can be registered simply as an LLC, as well as an LLC with the right to issue shares. It is also possible to incorporate as a company with unlimited liability, which may have the right to issue shares or may not.
  • The law permits the registration of special purpose vehicles (SPV), segregated portfolio companies (SPC), and private trust companies (PTC).
    Meetings of members or directors can be held remotely.
  • Belize business entities created or reincorporated under the new rules must comply with the Economic Substance Act.

Corporate and accounting records

The new law contains conditions for maintaining accounting and other records which are the same as the former IBC Act. The company's headquarters or the office of its registered agent must keep such papers:

  • Registers of directors, beneficiaries, and participants. The business must notify the registered agent in writing of any changes to these lists within 2 weeks.
  • Copies of all documents that the company has filed for the previous 10 years. Minutes of meetings and resolutions of members and directors.
  • Identification, address and other beneficiary information. Accounting records and other documents that support transactions for 5 years.
  • Alternatively, the physical address where the certificates are located can be kept there. There should be a commitment to provide the document as soon as possible upon request.

Documents and records, including registers, can be stored both in paper and electronic form.

When will the law take effect

Only some parts of the law are currently in effect, including the first (interpretation) and the seventh (administrative provisions) clauses. The rest will become relevant when a special ministerial order is issued. Business owners will know the new conditions and deadlines for re-registering companies through registered agents when the data from the FSC and the Registry is received.

How to incorporate offshore in Belize

To learn more about opening an IBC in Belize, contact IT-OFFSHORE consultants.

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