Published on and written by Cyril Jarnias
In recent years, company law in Belize has undergone a complete transformation. What was once a “classic” offshore jurisdiction, with very low taxation and largely disconnected from the local economy, now operates under a unified, more transparent framework closely aligned with OECD, EU, and FATF standards. Understanding this new legal framework has become essential for any entrepreneur, investor, or advisor considering using a Belize structure.
This article covers the types of companies, the legal framework, the role of authorities, taxation, economic substance, accounting and record-keeping obligations, as well as recent developments such as the regulation of digital assets in Belize.
A Unified Legislative Foundation for All Companies
For years, Belize maintained two parallel legal worlds: on one side, local companies governed by the Companies Act (Cap. 250), and on the other, International Business Companies (IBCs) subject to the International Business Companies Act (Cap. 270). This divide has been progressively dismantled.
From Dual Regime to the Belize Companies Act 2022
The major turning point came with the adoption of the Belize Companies Act 2022. This law repeals and replaces both the former Companies Act (Cap. 250) and the IBC Act (Cap. 270). In practice, it removes the legal boundary between “domestic” companies and IBCs, bringing them under a single statutory regime.
The goal is twofold: eliminate any perception of a preferential regime for non‑residents and harmonize rules for incorporation, governance, and reporting. This reform responds to pressure from the OECD, EU, and FATF against tax havens.
The new law provides for a unified digital company registration and administration system via the Online Business Registry System (OBRS). Every existing company, whether from the former Cap. 250 or the IBC Act, must re‑register on this platform and obtain a new 9‑digit company number along with an electronic certificate.
A Wider Range of Corporate Forms
The Belize Companies Act 2022 opens up a fairly broad range of legal forms. These include:
| Type of Structure | Key Characteristics |
|---|---|
| Company limited by shares | Standard commercial form, liability limited to the amount of shares |
| Company limited by guarantee (with or without shares) | Suitable for non‑profit or hybrid structures |
| Unlimited company (with or without shares) | Unlimited liability of members, more technical use |
| Segregated Portfolio Company (SPC) | Separate portfolios, widely used for investment funds |
| Private Trust Company | Wealth management and trust vehicle |
| Foreign company | Registration of foreign companies carrying on business in Belize |
| Limited Liability Company (LLC) | Governed by its own legislation, but integrated into the unified registration system |
In parallel, the former International Business Company structure remains for existing entities, but incorporation of new IBCs is being phased out in favor of this single framework.
Key Authorities: FSC, BCCAR, and OBRS
The overhaul of company law is accompanied by a deep institutional restructuring.
From IFSC to the Financial Services Commission (FSC)
The former International Financial Services Commission (IFSC) has been replaced by the Financial Services Commission (FSC) under the Financial Services Commission Act 2023. The FSC is now the regulator for the entire non‑bank financial sector: trust and corporate service providers, investment funds, securities, and gradually, digital asset service providers.
The FSC oversees financial actors, issues or revokes licenses, applies risk‑based supervision, and protects Belize’s reputation as a financial center complying with international standards. It also regulates Registered Agents, local agents required for most companies.
Belize Companies and Corporate Affairs Registry (BCCAR) and OBRS
On the purely corporate side, the Belize Companies and Corporate Affairs Registry (BCCAR) was created under the FSC. Its task: consolidate the former registers (IBCs and domestic companies) and manage, via the OBRS, all company life‑cycle operations:
– incorporation,
– changes in directors, shareholders, and beneficial owners,
– re‑registration,
– issuance of certificates,
– striking off and restoration.
The OBRS requires all existing companies to re‑register, update their Articles to comply with the new law, and obtain a new number. Without this re‑registration, no requests (certificates, amendments, etc.) can be processed.
Incorporation: Requirements, Actors, and Documents
Despite this regulatory tightening, incorporation in Belize remains reputedly quick and relatively simple, especially for one‑ or two‑member structures.
Central Role of the Registered Agent and Registered Office
Any company with foreign shareholders or directors must necessarily go through a Registered Agent licensed by the FSC. Only when no shareholder or director is “foreign” (meaning “non‑Belizean or non‑CARICOM”) can a company be incorporated without a local agent.
Basic requirements are clear:
– a Registered Office located within Belize, typically at the agent’s address,
– a licensed Registered Agent, a Belizean legal entity authorized to act as an interface with BCCAR and tax authorities.
Without an agent or registered address, a company cannot be validly incorporated or remain in good standing. Loss of the agent or non‑payment of annual fees exposes the company to striking off (administrative dissolution).
Incorporation: Name, Articles, and KYC
The standard process involves a few structured steps, fully manageable remotely through the agent:
The chosen name must be unique, without risk of confusion with an existing company, and must end with a legal form suffix (Limited, Corporation, Incorporated, Sociedad Anónima, or their abbreviations). Use of regulated terms like ‘Bank’ or ‘Trust’ requires special authorization.
2. Preparation of Articles Under the new regime, the founding document is called “Articles”. It replaces the traditional Memorandum / Articles of Association pairing, even though this terminology is still used for former IBCs. The Articles specify:
– the company name,
– the address of the registered office in Belize,
– the identity and address of the Registered Agent,
– the object or principal activity,
– the capital structure and currency of shares,
– the rights attached to different classes of securities.
3. Filing via OBRS The Registered Agent submits the Articles and required documents to BCCAR via OBRS. The incorporation timeline remains notably short: typically 1 to 3 business days.
4. KYC and Documentation As everywhere, the compliance aspect (AML/KYC) is receiving increasing attention. Shareholders, directors, and beneficial owners must provide:
To open an account, you need to provide a certified copy of an official identity document (passport), a recent proof of address, sometimes a bank or professional reference letter. For corporate shareholders or directors, all constitutive documents and internal registers are required.
Any discrepancy (inconsistent name, uncertified documents, lack of English translation) can delay incorporation.
Composition of Organs: Great Flexibility but Real Traceability
Belizean law retains appreciable flexibility.
– Directors: at least one, natural person or legal entity, no local residency or nationality requirement. No maximum limit is set. The same person can hold both director and shareholder positions.
– Shareholders: at least one, natural person or legal entity, of any nationality. 100% ownership by non‑residents is possible.
– LLCs: for LLCs, the terms are “managers” and “members” rather than directors and shareholders, but the basic principles (minimum of one person, nationality flexibility, no local presence requirement) are similar.
However, even though the names of directors, members, and beneficial owners are not in a publicly accessible register, the Registered Agent must keep up‑to‑date records and make them available to authorities upon request or inspection.
Capital, Licenses, and Permitted Activities
Belize has long stood out for its very light capital formalities. This aspect largely continues, even under the unified regime.
For IBCs and the majority of companies:
– no legal minimum authorized or paid‑up capital,
– no capital deposit required for incorporation.
In practice, most IBCs are formed with a standard authorized capital of USD 50,000 (often 50,000 shares of USD 1 each). This threshold also corresponds to a key level for calculating annual government fees: below it, fees remain modest; above, rates increase.
Shares can be: buy sell invest manage plan analyze
– registered,
– with or without par value,
– with various rights (preference, non‑voting shares, etc.).
Recent amendments ended the issuance of free bearer shares: where such shares are still residually permitted, they must be held under the custody of a licensed local agent to ensure traceability.
Regulated and Prohibited Activities
The basic logic remains simple: a Belizean company may carry on any lawful activity, except those expressly reserved for licensed actors or prohibited. Among activities requiring authorization from the FSC or other authorities:
List of sectors subject to specific regulation under the financial institution license framework.
Regulated banking and financial services activities.
Insurance and reinsurance activities.
Trust and fiduciary services.
Fund management, brokerage, investment advisory, and other securities services.
Digital asset service providers (crypto, exchange platforms) under specific license.
IBCs retain certain restrictions: they cannot provide trust services or operate as banks or insurers without a license, and they face a very strict regime regarding intellectual property assets (see further).
From Offshore “Zero Tax” to a Controlled Territorial System
The most dramatic transformation is fiscal. The IBCs at 0% tax on all income has given way to a much more nuanced regime, centered on territoriality and business tax.
The Old Model: 0% for Foreign Income
Historically, IBCs benefited from near‑total exemption:
– no income tax,
– no capital gains tax,
– no VAT or withholding tax on dividends,
– no stamp duty on asset transactions, as long as income was generated outside Belize.
Obligations were reduced to payment of a fixed annual fee, indexed to authorized capital, and maintenance of an agent and registered address.
The 2018–2020 Reforms: End of Preferential Regimes
Under pressure from the EU and OECD, Belize revised this model. Two complementary movements occurred:
Since 2019, an IBC in Belize is only taxable on income from activities carried out within the territory. Income from activities and actual presence entirely abroad remains exempt.
2. Shift from Income Tax to Business Tax With the exception of the petroleum sector, Corporate Income Tax has nearly disappeared in favor of a revenue‑based tax, the business tax. This applies to “receipts” at variable rates, generally between 1.75% and 3%, with specific rates for certain categories (rents, professional services, commissions, etc.).
Annual revenue threshold above which resident IBCs in Belize must provide audited financial reports.
Targeted Exemptions: Non‑Resident Status and Proof‑Based Exemption
An IBC can, however, remain practically outside Belizean tax scope if it meets strict conditions:
– no physical presence and no “core income generating activities” in Belize,
– income exclusively from foreign sources,
– tax registration and actual taxation in another jurisdiction not listed as non‑cooperative by the EU,
– obtaining a Tax Identification Number (TIN) in Belize and filing the exemption forms provided by law.
In this case, the IBC may apply for a business tax exemption certificate. Belizean authorities nonetheless retain the ability to automatically exchange information with the declared tax residence country, to prevent purely sham arrangements.
Economic Substance: More Than a Formality
Like many financial centers, Belize introduced an Economic Substance Act (2019). It targets entities engaged in “relevant activities” typical of aggressive tax planning structures.
Who Is Subject to Substance Requirements?
The law targets, among others, the following activities:
– banking and insurance,
– fund management,
– financing and intra‑group lending,
– headquarters companies,
– shipping (maritime freight transport),
– distribution and service centers,
– pure equity holding,
– certain intellectual property activities.
A Belizean company carrying on a relevant activity and being tax resident in Belize must demonstrate genuine substance on the ground.
Substance Criteria
The standard criteria adopted by Belize are aligned with the OECD standard:
| Substance Requirement | Content |
|---|---|
| Adequate personnel | Sufficient number of qualified people working in Belize |
| Proportionate expenditure | Level of expenditure consistent with the size and nature of activities |
| Local direction and control | Meetings, strategic decisions, and management conducted from Belize |
| Premises and infrastructure | Offices or premises suitable for operations |
| Record keeping | Records and accounts maintained in Belize or with the local agent |
For pure equity holding companies, the law provides relief: they remain subject to certain obligations (records, tax filings) but do not have to meet all physical presence conditions, provided they demonstrate adequate management of their holdings.
Substance Report and Role of the Registered Agent
Each affected entity must file an economic substance form within nine months after the close of its financial year, through its Registered Agent, who transmits the information to the FSC. Companies not subject (because they do not carry on any “relevant activity” or are tax resident elsewhere) must still formally confirm this.
Accounting, Records, and Filing Obligations
The era when one could run an IBC without keeping formal accounting records is over. Belize has tightened its requirements for maintaining accounting documents and internal transparency, while preserving significant external confidentiality.
Accounting: Same Requirements for IBCs and LLCs
Basic requirements are now harmonized:
– all companies must keep accounting records sufficiently detailed to reflect their financial position,
– these records include journals and ledgers, sales and purchase invoices, contracts, supporting documents for fund movements, inventory of assets and liabilities, etc.,
– documents must be kept for at least five years.
Since August 2023, all companies must keep their books and accounting records at their registered office or at the office of their Registered Agent in Belize. If documents are kept abroad, the exact address must be noted in a register kept at the registered office.
For companies exceeding certain thresholds (annual revenues above USD 6 million or operating in a designated processing zone), the law requires the preparation of audited financial statements.
Tax Filings and TIN
A key point: every company must obtain a tax identification number (TIN or EIN depending on forms). Even an entity generating no Belize‑source income and considering itself non‑resident must have a TIN, if only to:
Every entity must appear in the national database, meet banking requirements (notably CRS and FATCA), and file nil returns when required.
Under the standard regime:
– income tax and business tax returns must be filed by March 31,
– even a company with no Belizean income must file an annual return (often a “nil return”),
– late filings incur penalties of 3% per month (minimum in Belize dollars) and interest of 1.5% per month on unpaid tax,
– non‑filing can lead to fines and striking off.
In parallel, a corporate Annual Return must be filed (generally by June 30) to confirm the company’s status (registered office, directors, shareholders, agent, etc.).
Beneficial Owners and Non‑Public Central Register
Belize has significantly strengthened traceability of beneficial owners (UBOs) while retaining a degree of confidentiality valued by investors.
Identification of UBOs and Form BTS101
Each company must identify its beneficial owners as defined by anti‑money laundering legislation: any natural person who directly or indirectly holds at least 25% of voting rights, capital, or effective control. Where ownership is held by a legal entity, the chain of ownership must be traced back to natural persons.
These UBOs must provide a range of detailed information, including:
– full name and any former names,
– date of birth, nationality, residential address,
– identity document (passport),
– tax identification number and country of tax residence,
– description of the interest or control held,
– date they became or ceased to be a beneficial owner,
– occupation.
Each UBO must obtain a tax number via form BTS101 and keep this data up to date.
Centralized Database and Confidentiality
Information on UBOs is submitted via the OBRS and stored in a secure central database. Access is granted only to Registered Agents and government authorities. Changes are updated in real time.
Important point: this information is not made public. A third party conducting a company search can only access basic data (name, number, sometimes status). Details on directors, shareholders, and beneficial owners remain confidential, but readily accessible for regulatory or international assistance investigations.
Striking Off, Liquidation, and the End of a Company’s Life
The new legal framework is not limited to incorporation and reporting; it also precisely governs the end of a company’s life, whether voluntary or involuntary.
Automatic Striking Off for Non‑Payment of Fees
Companies must pay their renewal fees (government fee, agent fees) each year. If payment is not made before December 31, the company is struck off on the following January 1. Under the new regime, late payment penalties have been removed, but the sanction of striking off remains. Restoration is possible, subject to payment of arrears and reinstatement fees.
A struck‑off company continues to exist legally but cannot perform any act (such as initiating proceedings, disposing of assets, etc.) until it is restored or finally dissolved.
Voluntary Liquidation Under Enhanced Control
Voluntary liquidation is governed by both the Belize Companies Act 2022 and, for certain aspects, the new Insolvency and Bankruptcy Act 2025. It is reserved for solvent companies that can pay all their debts.
Key steps are as follows:
Decision by shareholders or the board to proceed with liquidation and a declaration of solvency, appointment of a liquidator meeting strict criteria (qualification, no conflict of interest, professional insurance), inventory of assets and liabilities, payment of creditors, distribution of surplus to shareholders, filing of articles of dissolution with the registry, issuance of a certificate of dissolution by BCCAR.
Upon issuance of this certificate, the company ceases to exist and can only be reinstated by court order, under strict conditions.
Crypto‑Assets and Digital Services: A Work in Progress
Belize does not yet have a complete and definitively stabilized framework for crypto‑assets, but the movement has begun.
No approvals for virtual asset service providers will be issued before the end of 2025. In the meantime, it is prohibited to provide such services without a license in accordance with the Financial Services Commission Act 2023 and its regulations. The FSC is preparing a regulatory framework aligned with IOSCO recommendations, applying the principle ‘same activity, same risk, same rules’.
In practice, a Belizean company cannot, at this stage, present itself as a crypto service provider (platform, broker, custodian) without violating these provisions. Projects related to digital assets must therefore anticipate these constraints and closely monitor regulatory developments.
What to Keep in Mind If You Want to Use Belize Today
The legal framework for companies in Belize bears little resemblance to the “old‑style” offshore model. A few structuring points stand out:
Since the Belize Companies Act 2022, all companies, domestic or IBC, fall under the same registry (BCCAR) and the same platform (OBRS), with a mandatory local registered agent for any foreign shareholder or director. Taxation has become territorial: physical or Belize‑based activities are taxed via a variable business tax. Purely extraterritorial IBCs can remain untaxed provided they prove tax residence elsewhere and obtain an exemption. Economic substance, record‑keeping, beneficial ownership filings (BTS100/BTS101), obtaining a TIN, and annual reporting are now mandatory, on pain of adjustments or loss of status. Despite these constraints, Belize retains its advantages: fast incorporation, flexible governance, external confidentiality, and no tax on purely foreign income when well structured.
In short, Belize has not abandoned its position as an attractive place for international structures; it has simply reinvented it to make it compatible with current expectations in terms of transparency, substance, and tax cooperation. Any serious use of a Belize company now requires a careful analysis of tax residence, business model, and compliance requirements—but for well‑designed projects, the legal framework remains one of the most operational in the Caribbean region.
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Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.
On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.
Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.
