Review of the Updated Belize Companies Act 2022

The Belize Companies Act 2022 (hereinafter the “Act”), which repeals and replaces the International Business Companies Act, Cap. 270 and the Companies Act, Cap. 250, was passed on August 5, 2022 by the Financial Services Commission. It introduces many beneficial procedures aimed at the simplification of registration, operation and liquidation of companies in the jurisdiction.

Key updates of the revised Act are as follows:

1. Maintaining key information documents and financial records

It is necessary to keep copies of certain documents within the country on all the transactions that accurately reflect the company’s financial condition. More precisely, the following must be kept in the office of the registered agent:

(a) Articles of Association.

(b) Register of members.

(c) Register of directors.

(d) Register of beneficial owners.

(e) Register of voting trustees.

(f) All notices and other documents filed in the previous 10 years.

(g) Minutes of meetings or resolutions of the members.

(h) Minutes of meetings or resolutions of the directors.

(i) Identification information on beneficial owners.

Financial transactions must be reflected in the following documents:

(a) Accounts and returns which demonstrate the accurate financial position of the company on a quarterly basis.

(b) A written record of the place or places outside Belize where accounting records are kept.

Any changes in the register of beneficial owners, members or directors shall be notified to the Registered Agent in writing within 15 days.

All accounting records shall be stored for 5 years starting from the date the record was compiled.

2. Tax and economic substance obligations

All companies must:

(a) Be classified in accordance with the economic substance categories, complete and file its relevant economic substance form provided for Economic Substance Act 2019.

(b) Apply for a Belize tax identification number.

(c) Depending on their economic substance category, file an annual tax return with the Belize Tax Service / file a nil annual tax return / apply for a tax exemption certificate / apply for a tax credit.

3. Changed statutory limits on the number of shareholders and improved protection of minority shareholder rights

Companies may expand the number of shareholders, so that the company may grow while maintaining a reasonable amount of regulatory authority. New provisions stipulate for more mechanisms to ensure minority shareholders are treated fairly.

4. Re-registration for certain companies

If a Belizean company is formed under the IBC Law, Cap. 270, and the Companies Act, Cap. 250, it shall be re-registered under the new Act.

If an overseas company is registered under the Companies Act, Cap. 250, it receives a classification of a Foreign Company and shall re-registered according to the new procedure.

5. Creation of the Online Business Registry System

In November 2022, the Online Business Registry system (OBRS) was opened, which unites all registry services under the Business Name Act, Cap. 247, Companies Act No. 11 of 2022, and Limited Liability Partnerships Act, Cap. 258, and makes them digital.

Each company received a unique 9-digit company number and an e-certificate after the completion of re-registration.

6. Annual return for foreign companies

The Act introduces the obligation to file an annual return (IBC Annual Business Tax Form (BTS290)) made up to December 31 of the previous year with a submission deadline of June 30.

Belize Companies Act 2022