What Should IBC Owners Know? The New Belize Companies Act of 2022

• There are no obligations for taxes on international profits;
• The liability of members is limited to the proportion of their ownership in the LLC in Belize;
• A wide range of company structures and activities are permitted;
• 100% foreign ownership is allowed;
• There is no requirement for a minimum share capital, which can be as low as 1 USD.

However, it should be noted that the offshore business world has changed significantly since the year 2000. What was relevant at the beginning of the millennium is now outdated and largely ineffective. The attitude toward offshore business and offshore companies has evolved significantly.

The key changes in the new Belize Companies Act of 2022 will include the following:

• Simplification of basic business processes, particularly virtual meetings and digital registration of new members (companies);
• Removal of restrictions on the number of shareholders;
• Increased influence of minority shareholders on offshore companies;
• Simplification of the process of winding up an offshore company.

The types of companies regulated by the Belize Companies Act of 2022 are:

• Companies limited by shares (limited by shares);
• Companies limited by guarantee (obligations), not authorized to issue shares (limited by guarantee not authorised to issue shares);
• Companies limited by guarantee (obligations), authorized to issue shares (limited by guarantee authorised to issue shares);
• Unlimited companies authorized to issue shares (Unlimited companies authorised to issue shares);
• Unlimited companies not authorized to issue shares (Unlimited companies not authorised to issue shares);
• Segregated portfolio companies (Segregated portfolio companies);
• Foreign companies (Foreign Companies);
• Private trust companies (Private Trust Companies).

Furthermore, it is important to note that a company limited by shares can be registered in Belize as a special purpose company (special purpose company).

In this context, the new Belize Companies Act will make the jurisdiction even more attractive to businesspeople, reduce risks associated with global deoffshorization processes, and eliminate legal obstacles to further development.

The new Belize Companies Act includes the following provisions:

• The introduction of a unified public registry of companies and a single registrar for offshore businesses;
• All types of companies outlined in the Belize IBC Act will now be available to non-residents.

Once the Belize Companies Act of 2022 comes into effect and the OBRS (Online Business Registry System) is launched, all offshore companies will be required to go through a re-registration process and obtain a new company number. This is expected to occur by November 28, 2022.

During the transitional period (from November 4 to 28, 2022), the Belize Company Registry will be unavailable. This will make the registration of offshore companies in Belize, any legal actions involving them, and the provision of services based on the information from the Company Registry impossible.

Therefore, the following timelines are important to note:

• November 4: Temporary suspension of the Belize Company Registry’s operations;
• November 18: Complete closure of the Registry and the beginning of the gradual cancellation of previous acts;
• November 28: Reopening of the Company Registry, launch of the OBRS system, and the commencement of the re-registration process for companies.

Thus, we strongly recommend that all owners of offshore companies in Belize renew their license ahead of the November 4, 2022 deadline. Be mindful that after this date, you will need to prepare and submit an annual declaration.

Additionally, certain types of companies (such as LLCs, international private funds, and international trusts) will continue to operate under the old rules, so they will not be affected by the new Belize Companies Act of 2022.