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2017.08.05 - Belize – amendments 36/2017 to the corporate law adopted .

 

Governor of Belize, Sir Colville N. Young, on July 21, 2017 approved the amendment to the Belize corporate law - International Business Companies (Amendment) Act 2017, which has a classification number 36/2017.

The abovesaid legislation introduces changes to the existing corporate law - Belize International Business Companies Act 2000 (“the principal law”).

Below are some of the most meaningful details of this new legislation in relation to IBC companies registered in Belize.

  1. Complete prohibition of bearer shares. In particular, clause 9 of Law 36/2017 establishes that after the date of entry of these regulations into force, any IBC company registered in Belize is prohibited from issuing of bearer shares. For non-compliance with this rule, a penalty of 5000 USD is applied for each day of violation.
    Existing companies with bearer shares, or where the Memorandum and Articles allows to issue bearer shares, are obliged to withdraw / convert the issued shares, as well as to change the Memorandum by stating in it a prohibition on issuing of bearer shares, within 12 months, i.e. - until July 2018.
  2. The list of words restricted for use in company names is now expanded. For example, according to Law 36/2017, the words “Asset Management”, “Forex”, “Finance”, etc. are no more allowed for use in the names of Belize companies.
  3. Register of Directors. Henceforth, any Belize registration agent is required to keep at its address the register of directors of each Belize IBC company served by him. Submission of this document to the register of companies, as before, is optional. In practice, registration agents already kept the information about the directors of companies - but now this obligation is stipulated by law. A company that does not comply with this requirement is a subject to a fine of 25 USD for each day of non-compliance.
  4. Register of beneficial owners. Henceforth, any Belize registration agent is required to keep at its address a register of the beneficial owners of each Belize IBC company, served by him – however, submission of this document to the register of companies or to any other state institution is not required. In practice, Belize registration agents have already kept the Due Diligence information on the Beneficial owners under the Anti Money Laundering legislation - but now this obligation is stipulated also by the corporate law. An entry about particular person may be removed from the register of beneficial owners after 5 years from the date when a person ceases to be an owner. A company that violates the requirements of keeping of the register of beneficial owners is a subject to a fine of $500 for each day of non-compliance.
  5. The company which was struck-off the register of companies due to non-payment of annual fees, now may be restored in the register within 5 years after the struck-off (previously - 3 years).
  6. Part XII of the newly introduced law 36/2017 provides the possibility for Belize IBC companies to choose not only the previously existed full exemption from taxation - but also, by filing a specific application, to obtain a status of a Belize taxpayer at the existing rates, and furthermore - submit annual tax returns to Belize Tax Authorities.

Comments by INTERNATIONAL OVERSEAS SERVICES:

Along with the other classic offshore jurisdictions, Belize continues the process of adjusting its corporate law in accordance with today's global requirements. In 2013, Belize already introduced a law obliging the companies registered in Belize to keep their accounting records (more information – here: 2013.10.29. - Belize: Duty to maintain accounting records and financial statements). The adoption of Law 36/2017 is also a progressive step for the further development of the corporate legislation of this jurisdiction.

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