DEFINITION  

• What is an International Business Corporation (IBC)?

• Legal Capacity of an IBC:

• Trusts, 
• Ship ownership, 
• Management, 
• Trading, 
• Financial Management and 
• Investment Holding. 

• As an investment vehicle to handle investments offshore
• To transact foreign exchange business without Exchange Control restrictions.
• Guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge, or other liability of any of its assets.
• Protect the assets of the company for the benefit of the company, its creditors, its members, and of any person with a direct or indirect interest in the company.
• Purchase, redeem or otherwise acquire and hold its own shares. 

• IBC Restrictions

• Transact business with Belizean residents.
• Buy or own an interest in real property situated in Belize or lease property for use other than as an office.
• Act as a trustee firm registering firms for offshore companies. 

• Tax Implications/Advantages.

FORMATION  

To form a Belizean international business company, one or more persons, who can be a partnership, trust or estate, submit to the Registrar of Companies a Memorandum and Articles of Association.  

Memorandum of Incorporation:  

• The name of the Company (finishing in: Limited; Incorporated; Society Anonyme; Sociedad Anonima; or the abbreviations of the above).
• The Belize address of the company and its registered agent.
• The company’s objects and purposes (which can be stated as including all legal activities).
• The currencies (one or more) in which shares may be issued 

• How long does it take to confirm a corporate name?
1. The name of an IBC corporation can be approved immediately, if available, upon written request to the Registry. After the Memorandum and Articles are registered, the Registrar issues a Certificate of Incorporation. A computerized registration office can approve an application in one hour.
• How long does it take to register a Corporation?
1. Entry in the Public registry is necessary in order to acquire legal personality or such entry is demanded voluntarily, it shall ensue at the domicile of the legal entity and the articles shall be deposited for safe keeping in the Register Office files. 
• What resolutions or amendments shall be filed in the Registry office?
1. A copy of all resolutions amending the Memorandum and/or Articles of Association shall be filed in the Registry, and the Registrar shall retain and file said copies. This includes details of the recordable facts or relationships and of the persons who compromise the bodies of the administration and, if necessary, the authority.
  CAPITAL AND MEMBERS

   

• What is the minimum authorised capital for an IBC?
1. No minimum capital is required, but shares must be fully paid in, More than one currency can be used when issuing shares. 
2. Shares can be paid in for money, services, personal property (including other shares), debt obligations (or other securities in the company), an estate in real property, or a promissory note.
• What type of shares can be issued by an IBC?
1. Shares issued are securities, registered, preference, voting, no par value and bearer. Issuance below nominal value is possible only in case of registered shares.
2. Additionally, any issued shares can have the following characteristics: 
• More or less voting privileges per share;
• Vote only on certain matters or only upon certain events; 
• Vote only when shareholders’ meeting is held by people 

1. It is further possible for an IBC to: 
• Issue options, warrants, rights, or similar instruments.
• Issue convertible securities.
• Can any of the shares be issued on behalf of local residents?
1. No, shares can not be issued on behalf of local residents. They may be issued to foreign persons only, although bearer shares can also be issued.
• Is confidentiality of the Shareholders available in the Belize?
1. Information regarding shareholders is confidential. Identities are not recorded publicly, nor do Government or tax authorities have access to such information. The shareholder register need not be registered with the Registrar of the Belize. 
DIRECTORS AND OFFICERS

   

• What is the minimum number of Directors and Officers an IBC can have?
1. The Board of Directors can consist of one or more members including corporations. The executive body may consist of only one person, there is no minimum number of officers, unless otherwise indicated in the Memorandum or Articles of Association. A Company should appoint both a Secretary and a President. A single director should not occupy both offices. (There should be different persons appointed for the Board of Directors always, it can not be the same person.)
• How are the Directors and Officers appointed?
One or more persons: can be natural persons or partnership, trust or estate.  

 

• What information can be revealed about the Directors and Officers?
1. None. The information regarding the directors and officers shall not be revealed, since this information is confidential and is not a matter of public knowledge. It doesn’t need to be filed in the Public Registry. However, it is required that the names and general information of Officers and Directors Book be kept in the Registered Office of the Company.
MEETINGS  
• Is it necessary to hold annual meetings of Shareholders and/or Director? 
1. It is not required to have an annual meeting of the Shareholders or Directors. However, upon written request of the shareholder who owns more than 50% of the shares of the company, the director can request a meeting of the Shareholders. Less than 50% shareholding may be sufficient to call a Shareholders’ Meeting, where the Memorandum and Articles of Association so specify.
• Where can these meetings be held?
1. The Board can meet inside or outside of Belize and can be convene by telephone or other electronic means as long as all participants can hear each other. Shareholders’ meetings can also be held via telephone and other electronic means, while resolutions can be passed by telex, telegram, cable and other forms of written communication.
• Can proxy (substitute) represent a member/shareholder?
1. A proxy can represent an individual shareholder in a meeting of the shareholders. This person is authorised to speak and vote on behalf of the member. 
• Can resolutions of the Directors and/or Shareholders be adopted by consent?
1. Subject to any limitations in the Memorandum or Articles of Association, a director can consent in writing, or by telex, facsimile, cable or any other written electronic vehicle, to any resolution that could otherwise be adopted by the directors or a committee of the directors in a meeting, without the need for notice. The same applies for the Shareholders’ resolutions or resolutions of a committee of directors.
BOOKS AND REGISTERS The company must have a Belizean registered office and a Belizean registered agent who can be a barrister, solicitor, certified accountant, a licensed financial institution, or an appointee of the Minister of Companies.  
• Is it necessary to prepare or file accounts?
1. An International Business Company must keep whatever accounts and records the directors consider necessary or desirable to reflect the company’s financial position. 
2. To register an International Business Company (IBC) with up to 50,000 United States dollars authorized capital, has no requirements that IBC’s hold annual general meetings, be audited, or disclose financial statements.
   
• What books or registers are requisite for the Company?
1. An IBC must keep at all times, in the Registered Office of the company: 
2. Minutes of each meeting of:
• Board of Directors,
• Shareholders, 
• Director’s committee, and
• Officers and Members. 
3. Resolutions of meetings of the
• Directors, 
• Shareholders, 
• Director’s committee, and
• Officers and Members. 
Books, minutes of directors, members, and committee meetings, and copies of resolutions can be kept either at the registered office or some other place.
• What information about the Company is available to the public?
These records are open to inspection by shareholders but not the public. The Act is noteworthy for not requiring auditing of accounts, filing them with the Registrar, or any other public disclosure.  
 
• What resolutions or amendments shall be filed in the Registry office?
1. A copy of all resolutions amending the Memorandum and/or Articles of Association needs to be filed in the Registry. The Registrar shall retain and file said copies.
RE-DOMICILIATION DEFINITION  
• What is re-domiciliation?
1. Re-domiciliation is where a Company changes its jurisdiction of domicile. This involves transferring a corporation without dissolving nor liquidating it, to another jurisdiction, being protected under its laws, without extinguishing the obligations and rights obtained and subject to the old jurisdiction. It operates bilaterally between both jurisdictions, in that the jurisdiction being left cannot have laws which automatically terminate the existence of the corporation upon a change of domicile, and the new domicile must have legislation which allows a corporation to continue from another jurisdiction. Generally, such legislation exists only in tax havens. 
   
• How does re-domicile apply in Belize?
Redomiciliation provisions allow a company incorporated outside Belize to be continued in Belize and a Belize company to be shifted to another jurisdiction. BELIZE Statutory Fees & Services Charges for IBCs