Like many financial centers, Belize has recently met the OECD/EU requirements for
international companies. Having passed the Economic Substance Act in 2019, along with
amendments to the Tax Act, with enabling provisions for tax and tax-neutral legal companies,
Belize prides itself on remaining competitive. The resulting series of legislative changes were designed with the intention of maintaining confidence in the financial offerings available in Belize.
Belize took this one step further and decided to consolidate both the domestic Companies Act (CAP 250) and the International Business Companies Act (IBC Act CAP 270), to eliminate the distinction of a preferential regime.
This New Companies Act, now passed by Parliament, uses a single system for the digital registration and administration of both international and local corporate entities via the Online Business Registry System (OBRS).
The new Companies Act is intended to streamline both the initial registration process for new companies and the ongoing statutory maintenance for all companies. It will contain statutory limits on the number of shareholders, provisions to protect minority shareholder rights, as well as the capacity to use the registration number as the company name. The law can also now incorporate additional forms of companies. All of the following types of organisation are now permitted:
Companies Limited by Shares;
Companies Limited by Guarantee, not authorised to issue shares;
Companies Limited by Guarantee, authorised to issue shares;
Unlimited Companies authorised to issue shares;
Unlimited Companies, not authorised to issue shares;
Segregated Portfolio Companies;
Private Trust Companies and the registration and operation of Foreign Companies.
The OBRS system will require all CAP 250 and all IBCs to re-register (see details below of this
process), and receive a new 9-digit company number with an E-certificate. Once registered,
the company will have verifiable E-certificates within the system which helps with real-time
third-party verification, as well as the ease to make quick e-filings, thereby having a more inclusive and rapid turnaround of post-incorporation services.
What does this process and re-registration mean to users and clients of Belize companies?
All companies will need to re-register when the system becomes active on 28th November 2022. This will entail a new Memorandum and Articles of Association for each company to conform to the new law and CCS Trust will undertake the process of free re-registration and other required filings.
The Financial Services Commission has granted a grace period of free re-registration during this time. Each company will need to be in good standing before it can re-register under the new system, so if any company still has any outstanding renewal fees, it should renew before 31st October 2022; renewing after that date will complicate the process of re-registering and will likely add to the cost as well. Importantly, while there are some grandfathering provisions for existing companies under the
former CAP 250 and IBC Acts, the Belize Companies & Corporate Affairs Registry and the
Government of Belize have decided it is necessary to halt all Registry services commencing
from 4th November 2022, until the new system comes online on 28th November 2022. We have summarised the key dates below including a phasing-out process of existing companies.
4th November 2022 - The registry closes and stops all new incoming service requests
18th November 2022 - The phasing out of CAP 250 and IBC Companies
28th November 2022 - Re-opening of the registry and re-registration of companies
via the OBRS system, including new company numbers as above.
What does it mean for the yearly renewal of Belize companies?
Going forward, all companies must file an annual return by 30th June for the prior year, to
confirm the current information within the OBRS system. Only companies that have re-registered and are in Good Standing can request services from the Registry.
The new Companies Act also incorporates additional changes, including t the payment of fees.
There will no longer be penalties for late payments. Restoration charges will still apply however and we remind you that Belize annual corporate fees are due on the first day of the year (even though the former penalty date for late payment was October 31). And of course, if the company is struck off on January 1, then the entire restoration process will apply, including government fees. This makes it imperative to renew for 2022 before 31st December 2022. (Penalty fees will not apply to that renewal, since penalty fees are now eliminated.) Going forward, companies not paying their annual fees for any year by December 31 of that year will be struck off on January 1 of the following year.
We will have further updates on clarity on the renewal dates, fees and more guidance when the regulations are finalized, but we thought it was necessary to advise in advance.
Keynotes of the re-registration application process under the new Act
Upon the successful launch of OBRS after 28th November, in-scope entities that must re-register under the new Act include all Belize IBCs.
Below are new updates for re-registered companies:
1. After the re-registration process, IBC will be issued a new E-certificate covering the following presented information:
A new 9-digit number of registration
The previous registration number
Date of incorporation
2. The Registry will collect and upload details of the company, directors and shareholders into the new system OBRS. Basic details of the Belize company can be accessed by anyone through company search; however, director, and shareholder information will be kept confidential.
3. No requirement for IBC to register UBO information with the new system, but those documents must be kept at the company’s registered office address.
Should you have any questions. please feel free to consult our Relationship Manager or drop us an email at [email protected]