Have you ever wanted to incorporate a company in another country? Ever wondered what steps you may need to take to make this possible? Ever wondered how to incorporate a local company in Belize? If so, then we are here to guide and inform you on the steps you need to take to incorporate your local company in Belize.
A local company is a legal entity that is formed by individuals or companies who wish to operate a business together within the country of Belize. So what are the characteristics of a local company?
Characteristics of a local company
- It exists as its own (even though it is formed by individuals);
- The law views it like it is truly a “person”;
- It has the same rights and duties as an individual;
- It can own property;
- It can enter into contracts;
- It can take part in lawsuits; (if it commits a crime, it will be charged and fined)
- It must end with “Ltd” or “Limited”.
Who can incorporate a local company?
A Belize Local Company, also known as a Cap. 250 or Chapter 250 company, can be set up by either residents or non-residents. Both individuals and companies are allowed to be Directors and Shareholders in a local company. The only difference is that for non-residents (both individuals and corporate), approval from Central Bank is required to own shares in the company.
How can you go about setting up a company in Belize?
The following steps must be taken when you are setting up a company in Belize:
- Conduct a name check with the Belize Companies Registry.
- A Memorandum and Article of Association (M&A) needs to be prepared and submitted to the Registrar in Belmopan along with the formation fee. It is best to submit at least two copies of the Memorandum & Article of Association .
- A Certificate of Incorporation will be issued by the Registrar and it should be displayed at the registered office of the company. This means that all the requirements of the Act have been complied with and the company is now formed.
- Upon receipt of the Certificate of Incorporation the First Director may be appointed along with the Shareholders.
- Once the company is formed, officers need to be appointed to run the business. These officers may be the Directors. Under the Belize law, it is required to have atleast 1 Director who is responsible for the company’s affairs.
It is important to know that all local companies in Belize must be audited by an independent officer who has to check the books and certify the annual accounts. The Director and Secretary cannot act as the auditor.
A company seal is also necessary when you have formed/incorporated the company. The owners of the company can decidde to have either a common seal or an embosser seal as their company seal. The seal is impressed ton the deed whenever a company enters into certain transactions. It must be done in the presence of the director and shareholder who then sign as witnesses.
A company in Belize is also required to have a meeting , not to discuss the daily running of the business, but to discuss policy decisions and address all questions affecting the rights of the shareholders between themselves. Whatever decisions are made must be taken up in the form of resolutions. A company that has been incorporated in Belize is also required to have an annual general meeting.
Local companies in Belize are required to file Annual Returns or Annual List each year after the formation of the company. This includes the current directors, shareholders and amount of shares issued.
Why would you want to incorporate a local company?
Incorporating a company provides protection for the Shareholder. Protection is provided on claims against a company wherein the liability to meet those claims are limited to the amount of money shareholders have paid, or promised to pay, in the capital. The shareholders cannot be forced to pay anything towards the company’s debts, beyond what they have contributed to the capital. The company is a separate person, therefore, its creditors cannot expect to be paid except out of the company’s own money.
Have you incorporated a company in Belize? If so, let us know how the process went for you. If you’re interested in forming/incorporating your company in Belize, leave us a message we can help.
Written By: Lovelia Seguro (Supervisor, Atlantic International Corp. Services Ltd.)