Belize Company Formation

IBC (International Business Company) incorporation simply refers to the necessary registration procedures involved in forming a company. The steps below outline the process for complete IBC formation.

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  1. Choosing an offshore service provider or agent When forming or incorporating an International Business Company in Belize, an offshore service provider must be used. All offshore services in Belize must be conducted by offshore agents or service providers who are licenced, registered and locally based in Belize for incorporating offshore companies. All offshore companies are required to have a registered office and registered address which form part of the services offered by registered offshore service providers and are requirements that are stipulated in the Belize IBC Act. When choosing an offshore service provider, always ensure the company legally exists by communicating via emails and telephone calls using the contact information provided. Establishing contact with the persons you will be working with is of utmost importance.

  2. Confirmation of availability of company name Offshore service providers are not responsible for naming the company that is intended to be incorporated. If the Belize offshore company is going to be formed by one person, he or she is responsible for selecting the name of the company. If there are two or more members forming the company, a consensus must be reached in selecting the company name. It is always wise to have at least three different names in mind, which may be different possibilities or simple variations of the name that was chosen; for example, Investment Corporation, Corporation for Investments, Global Investing Corp.

In the event that the first option name is not available, then the second option name for the IBC can be used so long as it is available. In some cases, the name chosen may contain words or sequences that closely resemble that of an existing IBC and the Company’s Registrar will request a different name. In the event that all recommended names are unavailable, and the clients finds difficulty in finding another name, the client may request suggestions from the agent since people often tend to set their minds on a specific company name based on the business in which they are going to be involved and end up having a lot of difficulty with coming up with another.

  1. Incorporation Incorporating a Belize offshore company simply means having the company registered at the Belize Company’s Registrar. The process for IBCs incorporation begins once payment for the service has been received by the offshore service provider and all the necessary supporting identification documents are sent in. Normally, the primary document required for incorporating a Belize offshore company is a clearly scanned or photocopied passport, specifically the pages containing the person’s photo, date of birth, the passport’s place of issue and expiry date. Or, in the case of the citizens of the various EU countries, this may be substituted a National Identification Card. These documents are required for each director and shareholder of the company. In the event that the owner and shareholder of the new offshore company being incorporated is another legal entity or corporation, a copy of its charter documents will be required as proof of its existence. Providing that these requirements are met, a Belize offshore company can be incorporated within 24 hours; however, the necessary paper work and legalization of the company’s charter documents may take an extra few days before the incorporation documents are sent to the client.

  2. Preparation of Charter Documents The Charter or Corporate documents are the different documents that are prepared when forming the IBC. The corporate documents may be presented differently by various offshore service providers but must contain essential information that is required by Belizean offshore laws. These include: Certificate of Incorporation: This certificate is issued by the Companies Registry in Belize as confirmation of the incorporation and legal existence of the offshore company. The Certificate of Incorporation contains the name under which the company has been duly registered, the company’s registration number and date. This certificate is embossed by the official seal of the Company’s Registrar and undersigned by the International Business Companies Registrar. Memorandum of Association: This document is prepared by the registered agent and is filed at the companies Registry upon incorporating the offshore Company. The Memorandum of Articles describes the company’s basic structure and regulates its activities by stating the general objects, powers and prohibitions of the Belize IBC. It also provides essential information such as the company’s name, Registered Office’s address, Registered Agent’ name and address, authorized capital, the currency in which the shares are issued and type or class of shares issued. This document is endorsed by the Belize Companies Registry and is signed by the subscribing agent and a witness when incorporating the company so as to prove the authenticity of the document. Articles of Association: The Articles of Association serves as a contract for regulating the company’s internal management and internal affairs such as the powers of the Director(s), meeting of members, election, proceedings and powers of directors and officers, issue, transfer and transmission of shares, distribution of dividends, bookkeeping and use of the company seal. Together, the Memorandum and Articles of Association form the company’s constitution. The Articles are also filed at the Registry for incorporation purposes. Minutes of First Meeting: Minutes refer to the notes or records taken in the course of a meeting held by the company and may also be referred to as protocols. The document containing the Minutes of the IBC’s first meeting provide a report on the due incorporation of the company by the subscriber (normally for one share), the name(s) of the person(s) appointed as director(s) of the company, and the surrender of the subscriber’s right to the one share that was used to incorporate the company and the reissue of such share to the rightful owner(s) of the company. The Minutes also give the date, time and address at which the meeting is called, as well as the person present, who in this case would be the subscriber. Share Certificate: The share certificate is issued by the subscriber in the name of the holder(s) of the company’s shares.

Each share certificate is numbered depending to the number of shareholders and distributed according to the share split. In the event that a nominee is appointed as the company’s shareholder, the share certificate will be issued in the nominee’s name. Register of Directors: This document provides the relevant information concerning the persons appointed as the directors of the Belize Offshore Company, such as their names, addresses, date of birth and date of appointment as director. Information regarding the resignation of any director is left blank since it can only be entered upon the withdrawal of a director of the offshore company. Register of Shareholders: The Register of Shareholders is similar to the Register of Directors. It is a list containing the names and addresses of each shareholder, as well as their share certificate numbers, the date of issue of shares and the number of shares held. Information concerning the cancellation, transfer or exchange of shares will be inserted at a later date by the members of the company themselves, in the event that any of these occur. Letter of Subscriber’s Surrender of Shares: For incorporation purposes, the agent becomes the subscriber of the first share. However, immediately upon the incorporation of the company, a letter of surrender of shares is issued by the subscriber whereby the rights of the share are given back directly to the beneficial owner. Power of Attorney: A Power of Attorney is normally issued to the rightful owner(s) of the Belize offshore company in the event that a nominee is appointed as the Director of the company.

Should the company have more than one rightful owner, a Power of Attorney will be issued in the name of each and their rights and powers will be stated. Nominees are used to further ensure that the identity and personal information regarding the company’s rightful owner(s) remains private and confidential. In this case, the name that appears on the charter document will be that of the Nominee Director and not the real owners. Powers of Attorney are not issued if the company appoints its own directors. Declaration of Trust: The Declaration of Trust is the document whereby the nominee shareholder undertakes and agrees to irrevocably assign to the owner the right to receive all dividends, profits and monies which may be declared on the issued shares; to exercise his voting power of the shares only in the manner and for purposes indicated by the owner; and not to transfer, deal with or dispose of the company’s shares without receiving directions from the owner to do so. A declaration of Trust is issued only if a nominee is appointed as the shareholder of the company. Letter of Resignation as Nominee Director and or Shareholder: This letter enables the rightful IBC’s owner(s) to take full control of the company at their convenience. It is an undated resignation letter which is signed by the nominee. In the event that there are two or more members, a letter of resignation is issued in the name of each. Incorporating an International Business Company in Belize is simple and must be done through a licensed offshore service provider. Owning an offshore company is one of the gateways to accumulating and protecting one’s wealth.

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