HOW TO REGISTER IN BELIZE?
This is how a new offshore company registration normally happens in Belize:
PLACING THE ORDER
You can conveniently order the formation of Your Belize International Business Company by using the online Order Form in this website. The Order Form is not complicated and filling it would only take a few minutes. The Order Form also contains explanations of each item along the way.
If you prefer not to send your order over the net, You can use the Order Form in document format, available from our Downloads section. This form can be completed electronically or by hand, and then sent to us by fax or by mail.
If you have chosen to buy a ready-made company from our ready-made companies list, the same Order Form should be completed. A ready-made company normally has an "open" configuration, too (it`s directors are not yet appointed and the shares are not yet issued). Therefore, the final configuration of a shelf company can be made in accordance with a clients´ order.
We will review Your order and respond to You as soon as possible. In particular, we will check the name availability (whether there is no company under such name already), and will respond to You with the result of the name-check. The name availability is not important if You have chosen from our shelf company list - these IBC names are, of course, available.
IMPORTANT! Please make sure to indicate Your actual contact details as precisely and completely as possible! If we can not contact You, we also can not proceed and complete Your order. The online Order Form is of no use, if we don`t know how to contact You back. Creating Your IBC is not an automatic process and it requires a two-way communication. We must talk to You in order to finalize your offshore incorporation.
Depending on the required internal structure of your new IBC, there might be a few minor questions to be clarified. As soon as all the details of Your IBC are completely understood, we will issue an itemized proforma invoice. In that, You will be able to see precisely all the individual service fees and costs which comprise the total cost for the incorporation and the first year of running the IBC. Even at that stage the actual configuration of the IBC can still be modified in order to suit Your requirements.
KNOW YOUR CLIENT REQUIREMENTS
In Belize, same as in any other reputable offshore tax haven, the law requires that all financial service providers (which includes us) know the identities of their clients. In this respect we are similar to any bank, which would also ask for its clients` identities. While this personal information remains completely confidential in our file only, it must nevertheless be provided. Therefore, under the terms of our Company Management Licence, we are obliged to properly identify our clients and the beneficial owners of every IBC. This is a rule uniformly accepted in the offshore incorporation services industry. Incorporating an IBC anonymously is not possible anywhere - all respectable company formation agents would ask for the clients` identification.
Before we can proceed with a new IBC incorporation for a first-time client, we must see the original or receive a certified copy of the beneficial owners` passport, plus a proof of address (recent utility bill or similar). At incorporation, we will advise You how to prepare this paperwork in the easiest possible way. Usually, complying with the due diligence requirements is easier than it sounds.
Specific and different due diligence requirements apply to professional clients (intermediaries and resellers) who would require IBC formation services for and on behalf of their clients. If You are a professional and intend to purchase IBC formations by way of regular intermediary business, please contact us for your specific terms. Please rest assured that all personal information You provide will be kept in complete confidentiality. This information is for our own file only and will remain there! The client`s personal information is not filed and does NOT appear on any public record or registrar! Illegal disclosure of client information is subject to stiff criminal penalties in Belize.
For all new and first-time orders, payment must be received at our end before we proceed with the new offshore company formation. For regular and professional clients, who are known to us already for some period of time, "open account" payment terms can be applied.
Payment for the IBC formation services can be made by a bank wire transfer, credit card or Western Union money transfer.
REGISTRATION OF IBC
When all details of Your order are checked and confirmed, the due diligence information and payment received, we will prepare the Memorandum and Articles of Association of the new IBC. These will be filed with the Registry of International Business Companies in Belize. There is no need for you to sign any incorporation documents for the IBC - the initial company formation documents are prepared and signed on Your behalf by the licenced Registered Agent (our firm), in accordance with the procedures set forth by the Belize International Business Companies Act.
Before filing of the corporate documents of the new IBC, we will pay the applicable registration fees and charges. Then the documents will be submitted to the Belize Registrar of Companies for registration. In order to comply with the minimum domestic presence requirements in Belize, we will provide the Registered Address and Registered Agent service for your new company. The Registrar of Companies of Belize will normally issue the Certificate of Incorporation of the IBC within 24 hours.
CORPORATE DOCUMENTS OF THE IBC
The standard package of corporate documents for a Belize IBC will always include a logical legal sequence of documentation: the original Certificate of Incorporation of IBC, Memorandum of Association, Articles of Association, the First Minutes and Corporate Resolutions containing the appointment of Directors and the allocation of shares, share certificates, copies of the Registry of Directors and the Registry of Shareholders. If we are to provide the nominee director or nominee shareholder service to the IBC, additional documents will include share transfer forms, trust declarations and, if necessary, appointments of representative (power of attorney). The corporate seal of the new IBC can also be produced and provided.
CERTIFICATION AND LEGALISATION
Usually, Your IBC documents will need to be certified. Legal documents issued in one state are generally acceptable only within that particular state (country). A legal document, or a signature on it, can be certified by a Notary or by a Government officer, for instance, by the Chief Registrar of Companies. Certification by either is still a local certification, good only for use in the country where the document was originally issued. A notarial certification or a certification by a government officer in itself is fairly useless abroad.
To make a document legally acceptable abroad, most countries of the World have joined in a uniform system of second-tier certification of public documents - such as corporate documents of an IBC. This is the so-called Apostille legalisation, or The Hague Convention 1961 certification procedure.
By the Apostille legalisation procedure, the signature of the officer who has done the initial local certification (say, a Notary, a Registrar or an Attorney based in Belize) is then additionally certified by an independent certification on a higher level. This is usually done by a designated Government office, often by Foreign Office or the Supreme Court. This certification stamp or sticker is called Apostille. It may look different from one country to another, but it contains a uniform set of information, by which it can be recognized in any country which is member to the Hague Convention.
After this second-tier certification, the document would be generally acceptable as proper and legal in all member countries of the Hague Convention. Most of the countries in the World are members to this agreement. For a full list of all member-countries of the Hague Convention please look here. If the country where You intend to present the documents (for banking, business or representation purposes) is not on this list, you may need your documents legalized in the Embassy of that country, or in an Embassy representing that country. This can be done, but is certainly more time-consuming and expensive than the apostille procedure.
Why would you need the additional certification by Apostille de Hague?
If you intend to open an offshore bank account or a securities account for your IBC, to purchase real estate or an investment portfolio in the name of your offshore company, to register a branch or a joint venture involving your IBC, or to enter into any similar transaction where you would have to present the IBC documents to a third party outside Belize, then You will definitely be asked for the Apostille legalisation.
Apostille certification of one full set of copies of main corporate documents is a standard service. If confirmed in the Order Form, we would normally arrange Apostille certification for the IBC corporate documents. Additional sets of apostilled copies can be arranged as much and when required. It may also be useful to Apostille-certify the original Certificate of Incorporation of the IBC.
As the Belize International Business Companies Act is very flexible in terms of the possible corporate structure of an IBC, almost any specific needs as to the form, wording and certification of the corporate documents can be met. However, You need to inform us of any such special requirements in advance, at placing of the IBC formation order, so that we can configure Your Belize IBC exactly as You want it to be.
After taking care of the due diligence requirements and settlement of the payment, the incorporation of a Belize IBC would normally take 24 hours. Additional certification (Notary and Apostille) may often be performed on the same day, or may take another one or two business days, depending on workload in all the offices concerned. In particular, the exact timing of apostille legalisation depends on the workload of the relevant Government office, which we can not influence. Regardless, incorporation of a new Belize IBC is usually a very quick process.
SHIPPING OF DOCUMENTS
The documents of your IBC will be shipped to your indicated address by airmail or courier (FedEx, DHL or UPS). The courier delivery of documents may take from one up to five days worldwide, depending on destination. Shipments of documents by courier are fast, secure and internet-trackable. It is also considerably more expensive than the usual (regular) snail-mail.
Although it is much cheaper, we strongly discourage delivery of IBC documents by regular airmail. Airmail shipments may get severly delayed or lost altogether. They are also more likely to get damaged during transportation. Most importantly, we will not be able to give you any timing estimates as to their arrival. In fact, for regular-mail shipments, we can not guarantee that the package will reach you at all, as the risk of it being misplaced or lost is fairly high. As opposed to courier delivery, you can´t track your airmail shipment over the internet.
ANNUAL RENEWAL FEES
All Belize International Business Companies must pay their annual renewal fees (in lieu to corporate income tax) to the Belize Government. In addition to those official fees, annual service fees are payable for the Registered Agent and Address services and for the optional company management and administration services. The annual service fees are payable to the Registered Agent (us).
The annual renewal fee to the Belize Government is a fixed amount, payable on a yearly basis, starting from the second calendar year after the incorporation, and it is due before the 31st July each year. The annual renewal fee to the Government is normally at the same amount as the first-year Government fee for incorporation. The standard Government fee for a Belize IBC is USD 100.
The annual professional fees to the Registered Agent are also accounted on a yearly basis. For practical reasons, the annual Government fees and the annual professional fees are usually raised by one invoice. As the due dates of the Government fees are fixed (as indicated above), the due date of the whole annual services invoice will always be set well before the Government due date in the same year, in order to meet the payment deadlines.
You do not need to remember when the annual renewal fees are due for Your IBC. In our company management database, we follow up the due time of the Government fees and the professional fees. We will contact You well in advance before the next annual renewal fees become due. At first, we will ask You to confirm that Your company needs to be continued for the following year. If yes, an invoice will be raised and sent to you in account for the Government IBC renewal fee and the annual professional fees. The mandatory annual professional fees for an IBC include the Registered Agent and Address fee. The optional fees depend on the configuration of Your IBC and may include professional directors fee, nominee shareholding fee, mail forwarding and other fees. After payment of the renewal fees we will take care of the mandatory renewal formalities and official filings for your IBC. If required, we will also obtain the Certificate of Good Standing for Your IBC.
According to the Belize International Business Companies Act, the Government will only accept the annual renewal fees from the Registered Agent of the particular Company. Therefore, unfortunately, clients are precluded by law from paying the Government fees directly to the Registry.
Important! The annual renewal fees MUST be paid on time. Non-payment of annual renewal fees will make the IBC lose its status of good standing. As a result, the IBC will also incur severe late penalties and legal consequences – basically, it would be legally precluded from operating as a separate legal person.
Non-payment of the Government duties will result in a 10% penalty fee if the payment is up to three months´ overdue, and a 50% late penalty fee, if the payment is over three months´ overdue. At any time after the due-date of the Government fees, the Registrar of Companies is entitled to strike-off the company from the Registry for non-payment of fees, after giving the Company a 30-day notice.
A Company, which is struck-off the Registrar remains liable to any due and unpaid fees. Striking-off also does not cancel all the debts and obligations of the IBC. In particular, the Belize IBC Act states:
"A company that has been struck off the Register [...] remains liable for all claims, debts, liabilities and obligations of the company, and the striking-off does not affect the liability of any of its members, directors, officers or agents."
In respect to this provision, the actual beneficial owners of the struck-off company may be considered as its members, or agents.
A struck-off IBC may not continue to trade or enter into any new transactions whatsoever, and its directors, shareholders and managers are by law precluded from any operations or transactions with the assets of the IBC. In essence, striking-off a Company means that all its assets and funds are legally frozen until the IBC is restored in good standing - or legally dissolved, by following a proper winding-up procedure.
It is possible to restore a struck-off IBC into the Registrar, but substantial Government fees will apply depending on the number of days passed after the IBC has been struck-off. These fees will be in addition to all past-due renewal fees and penalties. The reinstatement of a struck-off IBC also involves substantial professional fees.
In order to determine how to best configure Your Belize IBC, please read our review of the Company Management options.
Or, start the formation process of Your Belize International Business Company by placing an ORDER!