Ownership and Control of my Offshore Company

Can I change the directors of my offshore company?

Yes, absolutely. The process is rather simple and involves three steps:

1. Adoption of the respective resolutions.
2. Provision of the Due Diligence documents of the new director to the Registered Agent.
3. Registration of the change in the Register of Directors.

The formal procedure of adoption of resolutions to remove the directors of the IBC and to appoint new directors depends on the structure of the particular offshore company. Namely, how many directors there are, how many shareholders, what is the quorum necessary to carry out corporate resolutions, what is the procedure for calling and holding meetings of members and/or directors. For those companies where full management services are provided by the Registered Agent organization, the change of the director(s) or any other amendment to the internal structure of the IBC can be effected as soon as all the beneficial owner(s) of the IBC expressly request such change to be carried out as all the necessary procedures can be performed and all the required documents prepared by the Registered Agent. To the contrary, when the Registered Agent firm does not provide the nominee director and nominee shareholding services - which means that all those managerial positions are filled by the client himself or his appointees - then the Registered Agent can only advise on the necessary procedures and paperwork. In such case, the necessary corporate resolutions will have to be executed by the owners of the IBC themselves.

Upon the change of the IBC director(s), Due Diligence documents of the new company director must be provided to the Registered Agent for approval. Such documents include a certified passport or national ID copy and an acceptable proof of address for individuals or, in case of a corporation, certified copies of its primary documents as well as a certified passport copy and proof of address of all its beneficial owners, shareholders, directors, members, managers as the case may be. Of course, no Due Diligence is required from the client if the new IBC director is a corporation or an individual provided by the Registered Agent as a professional third-party director service.

And last but not least, registration of the change in the Register of Directors. According to Belize International Business Companies Act, the particulars of the company directors, including the date of appointment and date of cessation as the IBC director, must be registered in the Register of Directors. This Register of Directors is prima facie evidence in all matters regulated by the International Business Companies Act therefore any changes must be registered without delay. Any company that fails maintaining the Register of Directors according to the law, is liable to a penalty of $ 25 for each day that the contravention to the IBC Act continues. The copy of the Registry must be kept at the registered office so once the Register of Directors is updated, a copy of it must be sent to the Registered Agent.