Belize’s Companies Act 2022: What Existing IBC Owners Need to Know

Belize IBC legislation (also known as the Companies Act) is quite old. The basic provisions were approved in 2000. Although the Financial Services Commission (FSC) of Belize has introduced many amendments since then, the main provisions have long been considered obsolete. However, this did not interfere with the conduct of offshore business. The permanence of this kind was considered a sign of stability, so Belize gained a reputation as one of the leading offshore hubs.

Belize's new company law

But it was clear that sooner or later, changes would follow. The world (in particular, the world of offshore business) has changed a lot since 2000. What was relevant at the beginning of the millennium is now outdated and practically does not work. The attitude towards offshore business and offshore companies has become entirely different. Therefore, Belize New Companies Act did not come as a surprise to concerned business persons. Everyone understood that the new law would be adopted. The only question that interested business people was what would change in their lives?

New Belize Companies Act 2022 – main changes:

  • Simplification of basic business processes, particularly virtual meetings and digital registration of new members (companies).
  • Removal of statutory limits on the number of shareholders.
  • Strengthening of minority shareholder rights.
  • Simplification of liquidation proceedings.

The types of companies regulated by Belize Companies Act 2022:

  • companies limited by shares
  • companies limited by guarantee not authorized to issue shares
  • companies limited by guarantee authorized to issue shares
  • unlimited companies authorized to issue shares
  • unlimited companies not authorized to issue shares
  • segregated portfolio companies
  • foreign companies
  • private trust companies

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Attention! A company limited by shares can be registered in Belize as a special purpose company.

How will offshore business change with the Belize Companies Act 2022?

It’s still too early to talk about specific changes. But the fact that the Belizean authorities are striving to optimize legislation for modern realities is undoubtedly encouraging. Generally speaking, Belize New Companies Law will make the jurisdiction even more attractive to business people, reduce the risks associated with global deoffshorization processes and remove legal obstacles to further development.

Belize Companies Act 2022 – some practical innovations:

  • Emergence of a single common register of companies and a single registrar for offshore business.
  • All types of companies prescribed in Belize IBC legislation are now available to non-residents.
  • When Belize Companies Act 2022 goes into effect, and the OBRS (Online Business Registry System) is launched, all offshore companies will have to go through the re-registration process and receive a new company number. It is expected that this will happen on November 28, 2022.
  • During the transition period (November 4-28, 2022), the Belize Companies Registry will be unavailable. This will make the registration of offshore companies in Belize, any legal actions with them, and receiving services based on information from the Registry impossible.

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Attention! We strongly recommend all owners of offshore companies in Belize renew their licenses in advance (by November 4, 2022). After this date, you will have to prepare and submit your annual return!

Key dates:

  • November 4 – temporary closure of the Belize Companies Registry.
  • November 18 – complete closure of the Registry; the beginning of the procedure for the gradual cancellation of previous acts.
  • November 28 – re-opening of the Companies Registry; launch of the OBRS system and the procedure for re-registration of companies.

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Attention! Certain types of companies (limited liability companies, international private foundations, and international trusts) will continue to operate under the old rules. New Belize Companies Act 2022 does not apply to them!

You can find additional information on registering an LLC in Belize in our special article.

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