On 28 July 2022, a new Belize Companies Act 2022 was adopted and published in Belize as part of the modernization of company law and the business registration system. It covers the rules for establishing and administering companies in Belize, taking into account all the innovations of recent years and international standards in this area.
Key points about the new Act
The Act replaces the company laws that have been in force so far, namely the Companies Act governing local companies and the International Business Companies Act (IBC Act), which allowed the creation of international (offshore) companies in Belize. After the entry of the new Act into force, all companies in Belize will receive a single status and statutory regulation.
The incorporation of international business companies (also known as offshore companies or IBCs) will be discontinued, and existing IBCs in Belize will be required to comply with the provisions of the new Act within a specified time.
The transitional period for companies to comply with the provisions of the new Act will be determined and announced in the near future. It is expected to begin in December 2022.
On 30 July 2022, according to the new Act, the Belize Companies and Corporate Affairs Registry (BCCAR) was established under the Financial Services Commission (FSC). It consolidates pre-existing registries for domestic and international business companies.
Also, to digitally transform the company registration process, Belize is creating the Online Business Registry System (OBRS). Its launch is scheduled for the last quarter of 2022. After the system is implemented, all Belizean companies will re-register and receive a new 9-digit company number and an electronic certificate.
Here are some essential points of the new Act.
1. As before, companies must have a registered office in Belize (a physical address in Belize or the office of a company’s registered agent) and a registered agent (except in cases where a company has no foreign directors or shareholders).
A company may be incorporated without a local registered agent’s assistance only if this company has no foreign shareholders or directors. “Foreign” director or shareholder means any director or shareholder other than the national of Belize or CARICOM (Caribbean Community) countries.
2. A company may be incorporated or continued under the new Act as:
• a company limited by shares;
• a company limited by guarantee (authorised to issue shares or not);
• an unlimited company (authorised to issue shares or not).
The Act also allows for the creation of special purpose companies (SPV), segregated portfolio companies (SPC) and private trust companies (PTC).
The new Act uses names of main company documents distinct from those used in the IBC Act (Memorandum and Articles of Association). Under the Act 2022, the relevant documents are called:
- Articles –a founding document to be submitted to the Registrar.For the purposes of the new Act, Articles can mean the articles of incorporation, articles of continuance, articles of merger, articles of dissolution or articles of association of a company; and
- By-laws – an internal document setting the rules governing a company’s day-to-day operations.
5. The Act contains almost the same requirements for keeping corporate and accountingrecords as in the former IBC Act. A company must keep at its registered office (at the office of its registered agent):
- the Articles;
- the register of members;
- the register of directors;
- the register of beneficial owners;
- copies of all notices and other documents filed by the company in the previous 10 years;
- minutes of meetings and resolutions of members;
- minutes of meetings and resolutions of directors (committees of directors);
- identification, address and other relevant information on beneficial owners;
- accounting records and underlying documents for a 5-year period (or the record of the physical address of the place at which the records are kept and undertaking to provide it promptly if requested).
Documents and records, including corporate registers, may be kept either in paper or electronic form (in whole or in part).
A company must notify its registered agent in writing of any change in the register of members, the register of directors or the register of beneficial owners within 15 days.
6. Meetings of members or directors may be held, and written resolutions may be passed by means of electronic communication.
7. Belize commercial companies, as well as foreign companies incorporated, registered or continued under the new Act, must comply with the requirements of the Economic Substance Act.
8. The Act also sets forth detailed and updated provisions regarding:
- issue and transfer of shares;
- members (shareholders) and procedure of their meetings;
- appointment and powers of directors;
- registration of charges;
- merger and consolidation, disposition of assets and schemes of arrangements;
- continuation of a foreign company in Belize;
- protection of minority shareholders (including derivative actions);
- foreign companies’ business in Belize (requires registration);
- procedures of striking-off, voluntary liquidation and winding up by the court;
- powers of the Financial Services Commission and the Registrar of companies.
Entry into force and further actions
At the moment, only parts I (interpretation) and XVII (administrative provisions) of the Act have come into force (effective from 30 July 2022).
Other provisions of the Act will come into force by order of the Minister. The Financial Services Commission is also empowered to issue Regulations for giving effect to the Act’s specific provisions.
The requirements and timeframes for re-registration of existing Belizean companies will be communicated through registered agents as information becomes available from the FSC and the Registry.