Company formation in brief
Until recently, Belize, being a classical offshore jurisdiction, was pretending to be called as one of the most popular offshore destination, as it was a place of registration of many thousands of offshore vehicles by foreign investors from all over the world!
However, before talking about the fundamental changes in local offshore legislation that occurred at the end of 2018, let us touch some of its offshore corporate aspects.
The legislation of Belize allows the establishment of various legal forms of enterprises, but in practice only some of them and, first of all, classic offshore companies (International Business Companies - IBC) - may be of interest for a potential foreign investor.
An international business company registered in Belize has the following features:
• ownership and management of an offshore company can be carried out by one person (natural or legal);
• shares of an offshore company can be issued to bearer, registered and of such classes, types and shares as its owners decide;
• there is no requirement to pay any minimum authorized capital, which can be expressed in any currency;
• meetings of directors and shareholders can be held anywhere in the world, and minutes of meetings of directors and shareholders, as well as financial documents of a Belize offshore company can be stored anywhere in the world;
• there are no annual financial and statistical reports for an offshore company;
• there is no register of directors and shareholders (only copies of the Memorandum and Articles of association of the offshore company and the certificate of registration are stored in the registrar's file);
• the company is entitled to have an office in Belize and manage its affairs from Belize;
• the offshore company is guaranteed the repatriation of 100% of capital and profits from activities outside Belize;
• the name of the company must end only with the words: Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima or their abbreviations.
All companies are required to have a registered office and registered agent in Belize, maintain a register of shareholders, and minutes of meetings of directors and shareholders. These documents, along with data on directors and shareholders, are internal documents of the offshore company and are not available to the public.
Any offshore and non-offshore companies can be moved to Belize, as well as from Belize to another jurisdiction.
It is important for directors and owners of an offshore company in Belize to remember that if the company does not pay the annual state renewal fees, it will be struck off the register one year after the last payment of the fees. At the same time, the law clearly explains that an offshore company deleted from the register does not have the right to continue economic activity, anywhere and, in particular, to manage its bank accounts, although the directors and shareholders of the deleted company continue to be COMPLETELY responsible for its debts and obligations.
A struck-off company can, having paid the required duties and fines, be reinstated in the register of Belize, however, after 3 years, the restoration of the company in Belize is carried out only through a local court, the decision of which can be either positive in terms of the restoration of the enterprise, or negative.
The Belize International Business Companies (Amendment) Act, 2018 came into force on 1st January 2019 and its provisions are almost identical to provisions of the BVI ECONOMIC SUBSTANCE (COMPANIES AND LIMITED PARTNERSHIPS) ACT, 2018
The most important details of the new legislation are:
1. An offshore company's affairs must be managed from Belize (meaning that the majority of directors must reside in Belize, board meetings must be held in Belize and all of the company's documents must be kept in Belize).
2. An offshore company should maintain its office and employ qualified personnel in Belize, unless the company can prove its tax residency in another jurisdiction and if the company is able to supply satisfactory evidence to the Minister responsible for Finance that -
(a) it is not physically present in Belize;
(b) its core income generating activities are conducted in a country where taxes under the Income and Business Tax Act would become applicable had it been located in Belize; and
(c) it is paying the rate of taxes payable in that country.
3. The international business company that is a person resident in Belize is now able to carry on business in Belize, own real estate property and conduct core income generating activities in Belize, but shall be liable to pay income tax and levy, file an annual tax return based on the requirements of the Income and Business Tax Act, and be subject to the Stamp Duties Act including the payment of stamp duty in relation to an instrument -
(i) to transfer property to or by such company;
(ii) on transactions in respect of the shares, debt obligations or other securities of such company; and
(iii) relating to the assets or activities of a company.
4. For companies incorporated before October 16, 2017 (inclusive), the so-called "Grandfathering policy" will be applicable until June 30, 2021 (that is, by this time the company must comply with all the above requirements).
5. As for companies incorporated in the period of 10/17/2017 - 12/31/2018 and for new companies (2019-) the new amendments are applicable immediately.
In December 2019, there have been new significant changes implemented in Belize laws which eliminate now preferential tax treatment for International Business Companies that have been exempted from assessment or payment of taxes in Belize.
The said changes provide now a presumption of tax residence in Belize for all entities registered in Belize, except for companies which are tax residents in jurisdictions outside Belize based on evidence that they are registered taxpayers in foreign jurisdictions.
The new laws require now for all Belizean companies to apply for Tax Identification Numbers (TIN) at the Belize International Corporate Affairs Registry, BICAR (former International Business Companies Registry).
Here is a list of TIN related forms and documents to be submitted by an IBC:
• Certificate of Good Standing
• Certificate of Incumbency issued by the Registered Agent (indicating directors, shareholders and IBC’ business activity)
• TR121A Non–Individual Registration Form (to be signed by a Registered Agent)
• TR111 Individual Registration Form for all directors, shareholders and employees (to be submitted with copies of Social Security Card/Passport/National ID and personal tax identification numbers where applicable). If an IBC has a corporate shareholder, it shall provide copies of Certificate of Good Standing^ Certificate of Incorporation, Memorandum and Articles of Association, Certificate of Incumbency, Register of shareholders and directors
It is very important to note that a Belizean IBC, which renewal is due in 2020, will not be able to obtain now a Certificate of Good Standing until the IBC obtains its TIN in Belize.
Please also note that the new laws and regulations in Belize require now that each entity shall submit a report within nine months from the end of a fiscal year. Belizean Entities engaged in Relevant Activities (except holding companies) are to file Form B. Holding companies are to file Form C. Companies, which are not engaged in relevant activities, are to file Form D.
Please note that information provided in the Forms B, C and D will be exchanged with authorities of jurisdictions of the entities’ beneficial owners.
Companies that are required to have economic substance in Belize, will have to pay in Belize a Business Tax from 1.75% to 6% on gross income depending on a type of business activity, unless they can prove to Belize authorities that they pay taxes overseas.
Companies that are not engaged in relevant activities will not be required to pay taxes in Belize but will have to indicate in the Form B a jurisdiction/s where do they actually pay taxes and this information will be reported to the relevant authorities outside Belize.
Section 5(4) of the International Business Companies Act, Chapter 270 of the Substantive Laws of Belize, Revised Edition 2011 (as amended by Act No. 17 of 2019) came into force on 1st January 2019, and provides that Belize International Business Companies (IBCs) shall not acquire, hold, own, or deal in any Intellectual Property Assets (“IP assets”).
However, any IBCs which were incorporated on or before 30th June 2018 (in respect of IP assets acquired up to 16th October 2017) were afforded an exemption period to be able to continue holding, owing or dealing with IP up to and until 30th June 2021. (“the grandfathered period”)
In respect of the above developments, all Belize IBCs regardless of holding IP assets or not are required to complete and provide their registered agents the Intellectual Property (IP) Assets Grandfathering Certification Programme Form (the “IPAG Form”). The Registered Agent must then submit the completed IPAG Form with the Belize IFSC on or before 31st January 2020. No further extensions will be given.
As formally stated in the regulation, IP assets include:
“Any intellectual property right in intangible assets, including but not limited to copyright, patents, trademarks, brand, and technical know-how, from which identifiable income accrues to the business (such income being separately identifiable from any income generated from any tangible asset in which the right subsists).”
An IBC that fails to comply with aforementioned requirement will face heavy penalties of up to $100,000 per case or even a forced strike off.
Companies planning to transfer/redomicile to another jurisdiction do not need to fill out the IPAG form; however, such client most provide its Registered Agent with a copy of the Certificate of Continuation so the Registered Agent can provide the same to the Belize authorities (IFSC) evidencing that the company has been Continued in a different jurisdiction outside Belize.
Company that seek to be dissolved still need to submit the IPAG Form.
This includes Companies that are:
• Planning to pay taxes in Belize
• Planning to pay taxes outside Belize
• Not required to pay taxes
Additionally, in the rapidly changing international fiscal and banking system the TIN is also requested by banks as well as by counterparties.
All IBCs will need to apply for a TIN number from the Belize Registry as the liability for Tax remains on the IBC until they can satisfactorily prove that they are tax resident in another country.
Having a TIN does not necessarily mean that the IBC will pay taxes in Belize. The purpose for this initiative is strictly for regulatory and tax authorities to efficiently monitor the status of IBC.
If an IBC can satisfactorily prove that it is controlled and managed outside Belize and can also prove that it is tax resident in a country outside Belize pursuant to section 3(3) of the ESA, then Economic Substance does not apply to this Company but they will still be required to have a TIN as this is a way to keep track of the IBC. The TIN number can be seen as an address for the IBC.
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