Company Incorporation in Belize

The Belize Companies Act 2022 provides for a company limited by shares, a company limited by guarantee (with or without the power to issue shares), and an unlimited company (with or without the power to issue shares), plus specialised forms such as the segregated portfolio company, the special purpose company and the private trust company. Alongside these, the Limited Liability Companies Act provides for the Belize LLC, and partnership legislation provides for general and limited partnerships. The International Business Company no longer exists as a separate form: the Belize Companies Act 2022 repealed the International Business Companies Act, and former IBCs were re-registered as Belize companies.

No, it isn’t mandatory to appoint local directors or shareholders when establishing your offshore company in Belize. A company must have at least one director, but you can serve as the director regardless of your nationality, place of origin, or residence. Optionally, you can use Vepapu’s Nominee Director and/or Nominee Shareholder services to keep your identity out of your company formation documents.

With the exception of bearer shares, which the Belize Companies Act 2022 prohibits outright, a Belize company can issue a wide range of share types, including voting and non-voting shares, common shares, preferred shares, and redeemable shares. Shares may also be issued as bonus shares, partly paid or nil paid.

A local address in Belize is an initial requirement for registering a Belize offshore company. This address is used solely for documentation purposes and does not serve as a mailing address.

A minimum of one director and one shareholder — a person or an entity — is required for a Belize company. A Belize LLC is required to have a minimum of one manager and one member. A single individual can fulfil both roles; both may be either natural persons or legal entities; and both may be residents or non-residents of Belize.

No specific minimum registered or paid-up capital is mandated for a Belize company, and shares may be issued partly paid or nil paid. Authorised capital is commonly set at US$50,000 or below, because the government incorporation fee and the annual renewal fee both step up sharply above that threshold. Belize LLCs are not obliged to maintain a minimum authorised capital amount.

A company incorporated under the Belize Companies Act 2022 has full capacity to carry on or undertake any business or activity that is not prohibited by law. The old IBC-era restrictions — barring business with Belize residents, ownership of Belize real estate, or holding shares in local companies — went with the repeal of the International Business Companies Act, and Belize now registers domestic and international companies under a single law. What follows from doing business in Belize is tax, not prohibition: receipts connected with Belize are chargeable to business tax, and any regulated activity, such as banking, insurance or fund management, still requires the appropriate licence from the Financial Services Commission and brings substance and reporting obligations with it.

No. Your company must file its register of members, its register of directors and — since the 2023 amendment to the Belize Companies Act — its register of beneficial owners with the Registrar, and the same registers must be kept at the registered office and produced to the competent authorities on request. None of it is published. A member of the public who searches the register can only obtain a short extract, which shows the company name, number, status, registered particulars and business activity, and no owner, director or beneficial-owner details at all. If you want a further layer of separation, you can opt for a nominee director and nominee shareholder from Vepapu — you will still be disclosed as the ultimate beneficial owner in the confidential filings.

Belize taxes companies mainly through business tax, which is charged on gross receipts rather than profits. The general rate for trade or business receipts is 1.75%; professional and vocational receipts are taxed at 6%, rents and royalties from real property at 3%, and a company’s dividend, interest and similar passive receipts at 5%, with higher rates for specific licensed sectors. Importantly, a Belize company is chargeable on all its receipts, whether received in Belize or elsewhere — the exemption is not automatic. Under section 106(5) of the Income and Business Tax Act, a company falls outside that charge for a period only if it is tax resident in a foreign country that is not on the EU list of non-cooperative jurisdictions, has no permanent establishment in Belize, and files a form claiming the benefit by the return due date, listing its tax residence and its 5%-or-greater beneficial owners. Separately, a company not carrying on a trade or business in Belize can apply to the Commissioner for a Certificate of Tax Exemption; the application must be made by the date the tax falls due, and returns must still be filed for the exempted period. Belize LLCs no longer enjoy the blanket exemptions they once had: the 2023 amendment to the Limited Liability Companies Act made them subject to Belize tax law, treating an LLC as a disregarded entity whose income and receipts belong to its members unless it elects to be taxed as a company.

There is no audit requirement and no obligation to file financial statements with the annual return, but there is a firm obligation to keep accounting records. Since the Accounting Records (Maintenance) (Amendment) Act 2023, every Belize entity must keep its accounting records — financial statements, ledgers, invoices, contracts and the supporting documentation of its assets, liabilities, receipts, payments, sales and purchases — in Belize at its registered office, or at its registered agent’s office if it has no registered office, and produce them to the competent authority on request. Failure to comply can attract an administrative fine of up to BZ$100,000 or strike-off. Vepapu’s accounting and bookkeeping plan keeps those records in order for you.

Yes. Under section 294 of the Belize Companies Act 2022, every company files an annual return on or before 30 June each year, made up to 31 December of the previous year. The return confirms the company’s principal address, its directors, its shareholders, its share capital and how many shares each shareholder holds, and must be certified by a director or by the registered agent. The annual renewal fee is paid with it. The old IBC-era rule that keyed renewal to the incorporation anniversary or to 31 July no longer applies. We make sure you don’t miss the deadline, informing you at least two months in advance so you can act easily from the Vepapu dashboard.

The annual obligations are straightforward: maintain at least one director and one shareholder (or, for an LLC, at least one manager and one member); keep a registered agent and registered address within Belize; keep your accounting records in Belize; file the annual return and pay the annual renewal fee by 30 June; file your economic substance report within nine months of your financial year end; and deal with the Belize Tax Service, either by filing business tax returns or by claiming exemption and still filing for the exempted period. The annual fee depends on the company’s share capital — US$250 a year at or below US$50,000, US$1,000 above it. This keeps your company compliant with Belizean rules and regulations.

No, a Belize company or LLC isn’t required to hold an annual general meeting (AGM) under the Belize Companies Act 2022. But if the company’s Articles of Association require one, or if a majority of the Board of Directors agree, an AGM can be held — it isn’t mandatory, but it’s possible if you want to have one.

The Economic Substance Act 2019 applies to entities incorporated or continued under the Belize Companies Act and the Limited Liability Companies Act, as well as to entities regulated by the Financial Services Commission. Banking, insurance, fund management, financing and leasing, headquarters, shipping, holding company, and distribution and service centre business are the "relevant activities" under the regime. An entity carrying on a relevant activity, and not tax resident elsewhere, is an "included entity": it must conduct its core income-generating activities in Belize and meet the substance test on adequate people, premises and expenditure. Reporting, however, applies to every entity — within nine months of the end of each fiscal year, an included entity files a substance return and everyone else files a declaration that they are out of scope. Failing to report can lead to administrative penalties or removal from the register.