Forming A Belize Llc: A Comprehensive Guide

Belize is a popular jurisdiction for offshore company formation, with its Belize International Business Companies Act (IBC) in place since 1990. A Belize LLC, or Limited Liability Company, offers superior protection of its members (owners) than other legal entities. This is because when a Belize LLC member is sued personally, the company and its assets are protected from being taken away. Belize LLCs also offer the advantages of a corporation and the advantages of a partnership without the disadvantages of either. In this article, we will outline the steps to form a Belize LLC.

Owner/ownership requirements

A Belize LLC, or Limited Liability Company, can be owned and operated by a single person or a partnership of two individuals. The minimum requirement for forming an LLC in Belize is one member, who can be a citizen of any country and live anywhere in the world. Foreign legal entities are also permitted to be members. Nominee members are also allowed for further privacy.

The first step in establishing an LLC is determining the owners. This could be you alone, you and your spouse or partner, or you and a close friend who will be investing alongside you. It is important to note that changing the ownership of an LLC can be tricky, so it is crucial to start with the correct information.

The LLC must also appoint a manager, who can be from any country and can be either a person or a legal entity. There is no requirement to appoint a company secretary.

In terms of liability, the members of an LLC in Belize are protected. Their personal liabilities are limited to their initial invested funds in the LLC. This means that no member shall be personally liable for debts or obligations beyond their contribution to the company, unless there is a legal agreement in place.

Belize LLCs offer superior protection of their members (owners) compared to other legal entities offered in Belize. When a Belize LLC member is sued personally, the company and the assets held inside the company are protected from being taken away from an LLC owner. Belize laws safeguard LLCs from having their assets seized to settle the debts of individual members.

Naming restrictions

When forming a Belize LLC, there are several naming restrictions that you should be aware of to ensure that your company name complies with the local regulations. Here are the key points to consider:

Uniqueness and Distinctiveness

Belize LLCs must maintain a unique name that is not similar to already existing companies or corporation names in Belize. This means that you need to choose a name that is distinct and doesn't copy the name of any other corporation that it is not connected with. It is a good idea to check the availability of your desired name before finalising your choice.

Indication of Business Structure

The company name must include an indication of its business structure by including terms like "Limited Liability Company" or its abbreviations "L.L.C." or "LLC". This is a standard requirement for LLCs in Belize and helps identify the company's legal structure.

Restricted Words and Implied Associations

There are certain words and implied associations that are restricted or prohibited in the naming of a Belize LLC. These include:

• Avoid using offensive, objectionable, or prohibited terms.
• Do not use words such as "Building Society," "Chamber of Commerce," "Chartered," "Cooperative," "Imperial," "Municipal," or "Royal."
• Do not imply any connection with the government of Belize, Her Majesty, or the Royal Family.
• Do not use names that suggest association with a bank, trust, insurance provider, or any financial services without the appropriate legal license.

By following these naming restrictions, you can ensure that your Belize LLC complies with the local regulations and avoids any legal issues regarding its name. It is always a good idea to verify the availability and compliance of your chosen name before finalising your company registration.

Registration agents

Belize LLCs must retain a local registered agent and have a local office address, which can be located in the registered agent's office. This address will be used for process service requests and official notices.

If you are not living in Belize and don't have any experience registering companies in the country, seeking the help of a registration agent can be a tremendous help. These experienced agents can help you understand what materials are needed, where to submit documents, and how to successfully establish your business.

There are many licensed registration agents in Belize that can help you with your LLC formation. Here is a list of some of the registered agents in Belize:

• Georgetown Trust, Ltd.
• BELIZE CORPORATE SERVICES LIMITED
• BELIZE MANAGING AGENTS LTD.
• MORGAN & MORGAN TRUST CORPORATION BELIZE LIMITED
• A & P INTERTRUST (BELIZE) LIMITED
• ALBA TRUST COMPANY LIMITED
• ALLEMAN, CORDERO, GALINDO & LEE TRUST (BELIZE) LIMITED
• BELIZE FORMATION SERVICES LIMITED
• BELIZE OFFSHORE SERVICES LIMITED
• CILTRUST INTERNATIONAL LIMITED
• COSTA CORPORATE SERVICES LIMITED
• ICAZA BELIZE TRUST CORPORATION LIMITED
• INTERNATIONAL CORPORATE SERVICES LIMITED
• INTERNATIONAL MANAGEMENT CO. LTD.
• PPF CAPITAL BELIZE LTD.
• PRUDENTIAL TRUST CORPORATION LIMITED
• STERLING TRUST COMPANY LIMITED
• SUMMIT CORPORATE SERVICES LIMITED

You can also use the services of an international formation agent, such as CFS International Formations, which can assist with the formation of your Belize LLC.

Document submission

To form an LLC in Belize, you will need to submit a range of documents to the Companies Registry. The specific documents required may vary depending on whether you are an individual or a corporate entity, but here is a detailed list of the documents you will typically need to provide:

Individual Manager, Member, or Beneficial Owner:

• Certified copy of your passport or national ID: This must be a clear and legible copy.
• Original or certified copy of a recent utility bill: This should be issued within the last three months and serve as proof of your international address.
• Original banker's/attorney's or accountant reference: This is required to assess your financial stability.

Corporate Manager, Member, or Beneficial Owner:

• Certified copy of the Certificate of Incorporation or equivalent: This verifies the legal existence of your company.
• Certified copy of the Memorandum and Articles of Association or equivalent: These documents outline the purpose, operations, and rules of your company.
• Certificate of Incumbency reflecting current directors and shareholders: This document confirms the current directors and shareholders of your company.
• Certificate of Good Standing (if applicable): This document certifies that your company is authorised to do business in its jurisdiction.
• Certified copy of the passport or national ID of each director and shareholder: This confirms the identities of the key individuals involved in your company.
• Original or certified copy of a recent utility bill for each director and shareholder: Again, this should be issued within the last three months.
• Original banker's/attorney's or accountant reference for each director and shareholder: Similar to the individual requirement, this is to assess the financial stability of the corporate entity.
• Declaration Form from all directors, shareholders, and beneficiaries: This form confirms the agreement and commitment of the individuals involved in your company.

Additional Submission Information:

It is important to note that some or all of these documents may need to be notarised and/or translated, depending on your country of origin. Additionally, you will need to submit the official LLC registration application forms, which are available online or as PDF files. The completed application form, along with all the required documents, can be submitted by fax, mail, or scanned and emailed.

Tax obligations

Belize is a tax haven, allowing individuals and corporations to legally reduce their tax liabilities. Belize does not share information with international taxing authorities, providing corporations and individuals with confidentiality.

Belize LLCs are exempt from local taxes, including income taxes, capital gains taxes, stamp duty taxes on property transfers, and dividend taxes. There are no requirements to file annual tax returns. However, if a Belize LLC engages in business activities that generate income inside Belize, then it will be subject to income taxes.

The Belize International Limited Liability Companies (Amendment) Act, effective from July 21, 2023, has brought about major changes in taxation, compliance, and the operational framework for Belize LLCs. One notable change is that limited liability companies will no longer receive tax exemptions. Now, LLCs are required to pay taxes, file annual tax returns, and comply with the Economic Substance Act, similar to other Belize companies. They may also need to obtain a Tax Identification Number (TIN).

Under the new amendment, Belize LLCs carrying on "relevant activities" or regulated under the Belize IFSC Act are subject to the Economic Substance Rules in Belize. "Relevant activities" include banking, insurance, fund management, finance and leasing, headquarters, shipping, holding companies, and distribution and service centers. All in-scope LLCs under this regime must fulfill the compliance duties or economic substance tests for each relevant activity they engage in.

It is important to note that U.S. citizens and residents, as well as those living in countries that tax worldwide income, must declare all income to their respective tax authorities. While corporations with no business activities in the U.S. do not have to pay taxes to the IRS, they still need to establish ownership by filing Form 5471.

Frequently asked questions