Location:
Belize (formerly British Honduras) is an independent country located on
the Caribbean seaboard of Central America. It is bounded by Mexico to the
north and Guatemala to the west and south. It has an area of approximately
9,000 square miles. The capital of Belize is Belmopan, but the major commercial
centre is Belize City. The unit of currency is the Belize Dollar (BZ$),
with a fixed exchange rate of BZ$1 to US$1.
Language: Spanish
is widely spoken, but the official and spoken language is English.
Population:
The population is approximately 200,000, of which 60,000 live in Belize
City. The population consists of a mixture of descendants from the original
Mayan culture, Caribbean people, Caucasians, Chinese and East Indians.
More than 58% of the population is under 18, and the literacy rate is very high.
Political System:
Belize was a British Crown Colony from 1862 until 1981, when the country
became independent . It is a member of the British Commonwealth, the United
Nations and the Non-Aligned Movement. Belize has a long history of peace,
stability and democracy.
The political system is based
on the Head of State British Westminster model with a Belizean governor
general representing H.M. Queen Elizabeth II. The Cabinet, under the leadership
of the prime minister, is the executive authority. There are two main political
parties in Belize: the People's United Democratic Party and the United
Democratic Party.
Legal System:
Belize law is derived from English Common Law but supplemented by local
legislation. The court system is similar to that in England, and contract
and commercial law is based on an English law model.
Taxation: Companies
that are not qualified for International Business Company exemption status
must pay the normal company tax rate of 45%. Dividends of Belize-registered
companies are deductible from income tax and are included in the chargeable
income of the shareholder or person receiving the dividend. Companies are
exempted from any kind of taxation. Individuals tax rates vary from 5%
for the first 7,000 Belize dollars up to 50% for 60,000 Belize dollars
and up.
Incorporation:
The Belize Government introduced its own International Business Companies
Act in 1990, with the purpose of competing with the other Caribbean centers.
It is today one of the most modern International Business Companies Acts that offers total tax exemption.
Requirements for a Belize
IBC are:
The company is not allowed to
carry on business with Belize residents.
It may not own an interest in
real property in Belize.
The company can not be a bank,
insurance or re-insurance company.
It may not carry on the business
of providing the registered office for companies.
A Belize IBC must appoint a
Registered Agent who must be either a solicitor, a barrister, a licensed
financial institution, a chartered accountant or a person designated for
the purpose by the minister.
It must also at all times have
a registered office in Belize.
The company must be managed
by a Board of Directors consisting of at least one person, who may be an
individual or company. The subscribers to the Memorandum of Associations
appoint the first directors, and they are elected by the members or,
if permitted, directors may also elect directors.
There must be at least one shareholder.
All issued shares (in registered
or bearer form) must be fully paid for and issued for money, personal property,
real property, services rendered, a promissory note or any other binding
obligation to settle.
The company is required to keep
a share register at all times, either at the Registered Agent's address
or office address. However, the company is allowed to delete information
regarding persons or companies who are no longer members. This information
is not accessible to the public.
The company does not need to
prepare accounts, and there is no requirement for filing.
For incorporation, a Belize IBC
can use any name unless it includes any word that suggests a connection
with the royal family or the Belize government; for example, words such
as Assurance, Bank, Building Society, Chamber of Commerce, Chartered, Cooperative,
Imperial, Insurance, Municipal or Royal may not be used. To denote limited
liability, the company name must also include Limited, Corporation, Incorporated,
Society Anonyme or Sociedade Anonima, or its abbreviation.
The Articles of Association,
which govern the internal affairs of the company, must be submitted for
registration together the Memorandum of Association.
The Memorandum of Association
must include:
The company name.
The registered office address
in Belize.
The name and address of the
Registered Agent.
The purpose for incorporation. (It
is enough to state that the company is enabled to perform all acts and
engage in all activities necessary to attain the objects of the company,
unless prohibited under Belize law).
The Memorandum of Association
should include:
A statement of the authorized
share capital.
The currency of the share capital.
The classes of shares.
If the shares are in registered
or bearer form, and if they can be exchanged for each other.
A statement and notice provision
for bearer shares.
The directors are responsible
for keeping records of the names and addresses of officers and directors,
but these records can be kept at any place that they determine. The records
are not available to the public.
Directors meetings can be
held in Belize or in any other country. Directors must be present at a
meeting whether they participate in person or by telephone. Alternate directors
may be appointed.
Meetings of the shareholders
of the company may take place in Belize or in any other country. Shareholders
will be deemed to be present if participating through a telephone link
if all members are able to hear one another. Proxies may also be appointed.
There is no obligation to hold an annual general meeting.
The share capital can be
of nominal or par value and issued in any currency. No minimum share capital
is required, but it is normal under the IBC Act to have an authorized share
capital of US$ 50,000, which is the maximum authorized share capital of
par value for the minimum initial duty and annual licence fee of US$ 100.
If the authorized share capital of par value is in excess of US$ 50,000
the company has to pay an initial duty of US$ 1,000 and an annual licence
fee of US$ 1,000.
Special Features:
The IBC legislation permits
complete anonymity, because no details of either members or
directors are required to be filed with the Registrar of IBCs. Bearer
shares and corporate directors may be used for additional protection.
A unique feature of the Belizean
IBC legislation is Part XI, which provides for Public Investment Companies
(PIC). These are substantial and established companies that are listed
or have applied for listing on one of the major stock exchanges around
the world; as such, they must meet the stringent requirements of those exchanges.
Part XI makes specific provision for such established companies to become
PICs and then to use the more modern and flexible legislation contained
in the IBC Act. PICs have been created to promote overseas investment
in Belize by granting additional tax and other concessions to the PIC and
its subsidiaries, the latter often comprising operating companies in Belize.
A company incorporated in another
jurisdiction may transfer its registration to Belize to become an
IBC, and an IBC incorporated in Belize can continue as a company under
the laws of a jurisdiction outside Belize.
Summary: Following
are some of the advantages of selecting Belize as an offshore financial
centre:
A proven economic and commercial
infrastructure
An established banking system
Immediate company availability
The most up-to-date offshore
legislation providing the maximum flexibility
New innovative trust legislation
Public Investment Company provisions
Branch Registry provisions
Exemption from all forms of
local taxation and exchange control
A long history of economic,
political and social stability
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