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Formation. Only licensed Agents may organize IBCs in Belize, by subscribing to a Memorandum and Articles of Association as incorporators. The usual procedure is for a nominee to act in this capacity. The Memorandum and Articles of Association must be signed by the subscriber. OLYMPUS SERVICES offers ready-made companies in Belize and provides the service to act as the nominee shareholder.

 

Board of Directors. The business and affairs of the company are managed by a Board of Directors that consists of one or more persons who may be individuals or companies. There are no nationality limitations. The director has all the power of the company that are not reserved to the members under the Act or in the memorandum and articles.

 

Registered Office and Agent. An IBC must appoint a Registered Agent and a Registered Office within the country. It may amend its Memorandum to change its Registered Office or its Registered Agent. An IBC must at all times have a registered office within the territory, and a registered office must be an office maintained in Belize by the company or its registered agent.

 

Disclosure. There is no public record of shareholders. Every IBC is required to keep its own Register of shares and shareholders, and at least one copy thereof must be kept at the Registered Office of the Company in Belize. There is no disclosure obligation for the name(s) of the director(s).

 

Bearer Shares. Bearer shares are allowed in this jurisdiction. Nevertheless, in accordance with the Regulations of June 2001, the Registered Agent is required to maintain physical custody of all bearer shares certificates on behalf of the client. This regulation applies to companies organized after July 1st, 2001.

 

Annual Franchise Tax. For an IBC with capital that is under US$50000 the Annual License Tax to the government is US$100. If the capital of the IBC is more than that, then the amount of the annual tax will vary accordingly.

 

Books, Records and Common Seal. An IBC must have a corporate seal, which may be kept outside or within the territory of Belize. Seals must be used if the company enters into a contract which, if entered between natural persons, would be required by law to be in writing and under seal. An IBC shall keep such accounts and records, as the directors consider necessary or adequate.

 

Powers of Attorney. An IBC may grant general or special Powers-of-Attorney to any person, to act on its behalf and to execute contracts, agreements, deeds and other instruments. These powers are not recorded in the Public Registry.

 

Amendments. The Memorandum and Articles of Association may be amended by either a resolution of directors or of shareholders and the amendment filed with the Registry of Companies.

 

Certificates of Good Standing. Good Standing Certificates for an IBC, can be obtained upon application to the Registrar of Companies.

 

Change of corporate domicile. A Belize company may transfer its domicile to a foreign jurisdiction permitting such transfer.A foreign jurisdiction company may continue its existence as a Belize company upon approval of the necessary Resolution by the Board of Directors or appropriate corporate body, registration of the Articles of Incorporation with the Registrar of Companies, and issue of a Certificate of Transfer .The company will then continue as a Belize company regardless of provisions to the contrary, under the laws of its former jurisdiction.