Belize Company Registration: A Step-By-Step Guide

Belize is a Central American country with a robust offshore business environment. It has a quick and easy incorporation process, strong privacy protections, and a stable democratic government. The country is ideal for business owners who run their business offshore, internet businesses, and entrepreneurs. Belize also has the added benefit of being the only country in Central America whose official language is English. This makes it a convenient location for English speakers looking to set up an offshore company.

Choose a business structure

When it comes to choosing a business structure for your company in Belize, there are a few options to consider. The first step is to decide on the type of business entity you want to form. In Belize, there are typically two types of business entities to choose from: the Export Processing Free Zone and the Commercial Free Zone.

The Export Processing Zone suits businesses in manufacturing, processing, and assembly line industries. On the other hand, the Commercial Free Zone is better suited for commercial offices, warehouses, and businesses in the financial, insurance, and banking sectors. Another option is to set up an offshore company, which is currently the most popular business structure in Belize. Offshore companies are tax-free corporations that can carry out all forms of business in the country and are used for various tax planning and international investment purposes.

If you opt for the Export Processing Free Zone or the Commercial Free Zone, you will need to register your business name with the Belize Companies Registry. This process usually takes around 3 hours, and you will need to pay a BZ$25.00 (US$12.50) application fee. Your company name must be unique and different from any other established company operating in Belize. There are also several restrictions on what your company name can include, such as "Royal," "Bank," or "Insurance."

Once you have chosen your business structure and registered your name, you will need to submit an application to the Commissioner of Lands and await their approval. The registered office must be in Belize, but the principal office address can be in any country.

Another important consideration when choosing a business structure in Belize is the number of directors and shareholders required. For an offshore company or an International Business Company (IBC), you only need a minimum of one director and one shareholder. There is no maximum number of shareholders, and they can be foreign citizens or locals. However, as an IBC is primarily an investment vehicle for foreigners, trading with Belizeans at both the individual and corporate levels is forbidden.

Additionally, when selecting a business structure, it is essential to consider the tax implications. Offshore companies and IBCs in Belize are exempt from paying local taxes, including stamp duty, capital gains tax, and dividend and income taxes. However, if you choose to structure your business as a local company, you will be subject to a myriad of taxes and fees.

Find a location

Once you've decided on the business structure that best suits your company, the next step is to find a strategic location.

The registered office must be in Belize, and the principal office address (business address) may be in any country. Once you've decided on a location, you'll need to submit an application to the Commissioner of Lands and await their approval.

The level of physical presence required for a company in Belize depends on the type of business and the owners' preferences. Some companies may only need mailing and telephone services, while others may require a more physical presence.

It's important to note that IBCs in Belize are not allowed to trade with Belizeans at the individual or corporate level. Most activities should be carried out within international borders, with some exemptions.

Additionally, companies that wish to operate in the insurance or finance industries will need a license, which may not be easy to obtain. However, some consultants can assist with securing the necessary licenses.

When choosing a location, consider factors such as the cost of rental or purchase of real estate properties, tax incentives offered by the government, and the availability of undeveloped land or other resources relevant to your business.

Register a business name

Once you have decided on the type of business structure and found a suitable location, the next step is to register your business name. This process is done through the Belize Companies Registry and typically takes around 3 hours to complete. It is important to note that your chosen company name must be unique and distinct from any existing companies operating in Belize. The registry will reject names that are similar to those of established companies or contain certain restricted words and phrases, such as "Royal," "Bank," or "Insurance."

When registering your business name, you will need to provide specific details about your company, including the names and information of the directors and shareholders. Additionally, you may be required to submit a Memorandum of Association and Articles of Association as part of the registration process.

It is crucial to carefully consider and choose a business name that accurately represents your company and complies with the regulations in Belize. This step is essential to establishing your company's identity and ensuring a smooth registration process.

After successfully registering your business name, you can proceed to the next steps, which include submitting necessary documents, obtaining an incorporation certificate, and applying for relevant licenses and permits. These steps will bring you closer to officially launching and operating your business in Belize.

Overall, registering a business name in Belize is a crucial step in setting up your company. By following the necessary procedures and guidelines, you can efficiently complete this process and move forward with establishing your business presence in the country.

Submit documents and get an incorporation certificate

Once you have chosen a business structure, found a location, and reserved a name, you can proceed with the incorporation of your company. This step involves submitting the necessary legal documents to the Belize Companies Registry. The documents required include:

• A Memorandum of Association
• Articles of Association

After submitting these documents, the application will be reviewed, and a certificate of incorporation will be issued within 3 hours. This certificate serves as official recognition of your company's legal existence and allows you to operate as a business entity in Belize.

It is important to note that there are specific requirements and restrictions for company names in Belize. Your chosen name must be unique and distinct from any existing companies in the country. Additionally, certain words and phrases, such as "Royal," "Bank," or "Insurance," are prohibited or restricted.

To ensure a smooth and efficient registration process, it is recommended to work with a local corporate services provider or an agent who can guide you through the specific requirements and procedures. They can assist in preparing and submitting the necessary documentation, ensuring compliance with all legal requirements.

Additionally, it is worth noting that Belize offers a very quick incorporation process, often taking just a few hours or a few working days. This efficiency makes it an attractive option for those seeking to establish an international business company or offshore entity.

After obtaining the incorporation certificate, you can proceed with the remaining steps, including applying for necessary licenses, work permits, and registering with relevant authorities, such as social security and tax departments.

Apply for a trade license

To register a new company in Belize, you must apply for a trade license from the Belize City Council. The general criteria for the application are as follows:

Submission of Documents:

• Submit a copy of your Business Names Registration.
• Submit a completed application form.

Interview:

An interview with the applicant is required.

Location:

The business must be located in a designated "commercial area" of the city.

Fees:

Fees are calculated based on the annual rental value of the property and the sector the business operates in. For example, supermarkets, grocery stores, furniture shops, and repair shops are charged at a rate of 3.5%. Hardware stores, gas stations, and dentistry offices are charged at a rate of 5%. The maximum rate charged is 25% for businesses in gaming or monopolies.

The final approval of a trade license is based on the recommendation of the Trade Licensing Board responsible for each town or city. Trade license applications are approved quarterly.

Frequently asked questions