Belize Update - New Amendments to the International Business Companies Act

Bearer Shares Prohibited

The company is prohibited by this or any other enactment from issuing bearer shares, and that the company is not authorized to -

1. issue bearer shares;
2. convert registered shares to bearer shares; or
3. exchange registered shares for bearer shares

Every company who contravenes this provision commits an offence and shall be liable on summary conviction to a fine of $5,000.00 for each day of such failure to comply.

Register or Directors

A company incorporated under this Act shall keep a register to be known as a Register of Directors containing the following particulars –

In the case of an individual director, the individual’s –

1. full name;
2. former name, if any, unless the former name was changed by deed poll or other legal means or disused for more than 10 years;
3. usual residential address, unless that address is the same as the individual’s address for the service of documents;
4. address for the service of documents;
5. date of birth;
6. nationality;
7. occupation;
8. date of appointment as director; and
9. date of cessation as director

In the case of a Corporate Director, the corporate director’s –

1. corporate name;
2. corporate or registration number, if any;
3. registered office or principal office;
4. address, but if the corporate director is incorporated or registered in Belize, its corporate or registration number only;
5. place of incorporation or registration and date of such incorporation or registration;
6. date of appointment as director
7. date of cessation as director; and such other information as may be prescribed

A company that contravenes this section is liable to a penalty of $25 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

Register of Beneficial Owner

A company incorporated under this Act shall keep a register to be known as the Register of Beneficial Owners containing the following particulars –

1. full name;
2. former name, if any, unless the former name was changed by deed poll or other legal means or disused for more than 10 years;
3. date on which the person became a beneficial owner;
4. date on which the person ceased to be a beneficial owner;
5. usual residential address, unless that address is the same as the individual’s address for the service of documents;
6. date of birth;
7. nationality;
8. occupation;
9. particulars of each beneficial owner’s beneficial interest and how it is held; and
10. such other information as may be prescribed

The directors shall ensure that the information required to be kept in its register of beneficial owners is accurate and up-to-date.

A company that contravenes this section is liable to a penalty of $500 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

Updating of Beneficial Ownership information

Within 30 days of a person becoming a beneficial owner in relation to a company, he shall give written notice to the company of the information required. If there is a change in any information provided to the company in relation to a beneficial owner, that beneficial owner shall give written notice to such change to the company and the date on which the change occurred.

A person shall not provide false or misleading information as this is an offence and is liable on summary conviction to a fine of $50,000.00.

Income Tax And Other Taxes, Duties And Exchange Control Restrictions

A Belize IBC may elect to be exempted from taxes under the Income and Business Tax Act; or to be liable to taxes under the Income and Business Tax Act relating to the profits and gains of the International Business Company at the rate specified by the Minister.

Notwithstanding any provisions of the Income and Business Tax Act an IBC that elects to be exempt from tax shall not be required to file any tax returns, but an IBC that elects to pay tax under shall file an annual tax return based on annual financial statements.

The above amendments are targeted to be implemented by July 2018.

Notices have been sent to existing clients informing of the recent changes and timeline for amendment to be completed and updated information provided on the director and beneficial owners of the company for Zetland, as Registered Agent, to prepare the respective Registers accordingly.

For further information, please feel free to contact Anju Gidwani, Director of the Belize Office (anju@zetland.biz)