Register Company in Belize

• After understanding your business goals and activities, our team of dedicated consultants will recommend the most suitable corporate entity for you to carry out your business. Prior to incorporating a Belize company, you will be advised on the optimum paid up share capital, corporate structure, legislations and whether there is a need to apply for any licenses to operate.

• Tetra Consultants has assisted numerous clients to incorporate in Belize. Our formation package to register company in Belize will get you on your way to setting up your new corporate home in the country. Tetra Consultants advises you to read through this guide to fully understand the steps for a successful incorporation process.

•  Before Tetra Consultants can incorporate your company in Belize, you are required to provide us with the required KYC documents. Some of these documents include the names of directors and identification proof.
• Upon receiving all the necessary documents, Tetra Consultants will proceed to draft and notarize the company’s Memorandum and Articles of Association.
• According to the business activity and corporate structure, Tetra Consultants will also draft articles of incorporation, business plan and other incorporation documents required to register company in Belize.

• All companies incorporated under the IBC Act must have a listed office legal address and registered agent in Belize. As such, we will provide you with such services to ensure that you stay compliant. The office address will have to be submitted to the Belize Land Office to register.
• After receiving approval from the Registry, Tetra Consultants will courier the Certificate of Incorporation, Memorandum and Articles of Association and other documents to your preferred address.
• Your company may still have to undergo a series of KYC checks after registration, to verify its identity.
• You may also have to register as a corporate employer with the Belize Social Security Board.

• After registration, Tetra Consultants will assist you in opening a corporate bank account. Our team has established partnerships with multiple reputable banks in Belize. We will present your business to each relationship manager and compliance team.
• Typically, opening the account will take roughly 4 weeks. In most cases, the directors and shareholders are not required to travel. However, if travel is required, we will have a representative accompany you to the bank meeting. Alternatively, our team will negotiate with the banks to conduct a conference call instead or to request for a waiver.
• Once your account has been successfully opened, Tetra Consultants will courier the internet banking token and access codes to your preferred address.

• If trade licenses are necessary, Tetra Consultants will continue to process the relevant applications with the authorities of the specific municipality your business is set up in, to ensure that your operations can be conducted smoothly. The license needed will be based on the nature of the intended business activity in Belize. For instance, a forex license is needed for companies dealing with brokerage or forex services.

• Following the setup of your new Belize company, Tetra Consultants will continue to provide you with the necessary accounting and tax services to ensure that you can continue to legally conduct business while staying compliant to regulatory obligations.
• Pursuant to the latest legislations enacted by Belize, you will also have to apply for the Tax Identification Number (TIN). Tetra Consultants will continue to assist you with such applications with the Belize Tax Service.
• Our team of dedicated consultants will timely prepare your firm’s fiscal statements, corporate tax returns and manage bookkeeping on your behalf.
• IBCs doing business in Belize will also be subjected to an income tax and stamp duty. It is also mandated that all companies are to file an income tax return.
• All companies incorporated in Belize are also required to maintain relevant documents that can explain your firm’s financial position for a minimum of five years. However, you will not have to host Annual General Meetings.

Steps for Ongoing Compliance Post-Registration 

Maintenance of accounting records 

• According to the revised Belize Companies Act and Accounting Records (Maintenance) (Amendment) Act, 2023, a company is required to keep detailed and accurate accounting records at its registered agent office in Belize. All financial dealings should be kept record of, and the books should be maintained for a period of not less than five years. Failure will attract a fine of up to BZ$100,000. Tetra Consultants takes care of your company’s accounting books to be compliant with Belize regulations. They help in coordinating, storing, and renewing financial records to comply with regulations. Their team also coordinates with registered agents to submit records in a timely manner, thus preventing penalties. 

Submission of annual tax returns 

• All Belizean companies have to submit annual tax returns to the Belize Tax Service Department by March 31 annually. Financial statements also have to be submitted, and some with higher thresholds may need audited statements under International Financial Reporting Standards (IFRS) requirements. Tetra Consultants handles end-to-end tax return submission, including financial statement preparation and compliance with IFRS where applicable. Their team manages the process of electronic filing to avoid delays in filing and the resultant late penalties. 

Adherence to beneficial ownership rules 

• Changes to the Belize Companies Act require companies to report beneficial owners, nominee directors, and shareholders. These details need to be updated and filed with authorities when necessary. Tetra Consultants help keep records of beneficial ownership accurate and make timely updates with regulators. They also advise on structuring ownership openly to ensure compliance while maintaining client confidentiality. 

Renewal of business licenses 

• Depending on the business nature, businesses can be required to renew certain licenses every year or intermittently. Neglecting to renew licenses can cause operation slowdowns or legal penalties. Tetra Consultants keeps track of renewal periods and processes the whole process for business license acquisition or renewal. Their experience keeps your business in compliance with no operation disruptions. 

Filing of annual returns 

• Apart from tax returns, firms have to make annual returns with the Belize Companies Registry to affirm their operational status and update corporate information like directors and shareholders. Tetra Consultants prepares and files annual returns for you, with precision and within deadlines. They also ensure changes in corporate structure are documented and reported appropriately. 

Compliance with Anti-Money Laundering (AML) regulations 

• Belize has strict AML laws in place for businesses operating under its jurisdiction. Businesses have to implement practices like customer due diligence, monitoring of transactions, and reporting suspicious transactions. Tetra Consultants offers full-fledged AML solutions like writing AML policies, carrying out enhanced due diligence checks, and training employees on compliance procedures. Their professionals will ensure your business fulfills all AML requirements successfully. 

Corporate governance compliance 

• Firms are required to follow governance practices like conducting annual general meetings (AGMs), taking meeting minutes, and being transparent in the decision-making process. Tetra Consultants facilitates AGMs, drafts meeting minutes, and ensures corporate governance compliance. Our services ensure transparency while minimizing administrative loads on your staff. 

Tracking regulatory changes 

• Belize’s regulatory landscape is subject to regular updates which could affect a company’s compliance obligations while operating there. Tetra Consultants keeps a watchful eye on Belize’s regulatory updates and guides clients through needed shifts in their compliance strategy. Our proactive strategy helps your business stay compliant in the face of changing laws. 

Types of business structures to consider when you register company in Belize

• Although Belize is most popular for its International Business Company (IBCs), with over 15,000 IBCs on its shores, it also features many other types of business entities. 
• Generally, for most companies in Belize, you will only require a director and shareholder of any nationality, a local registered address and agent. No minimum paid up authorized capital is necessary for incorporation.
• Prior to the start of the engagement, Tetra Consultants will fully understand your business before recommending the most optimum business entity in Belize. Some considerations we take into account include the type of business activity, tax obligations and nationalities of shareholders and directors. Our consultants will also offer more information on the requirements imposed to set up these entities.

Sole Proprietorship

• This is the most basic form of business enterprise and is an extension of the owner’s legal personality as opposed to a separate legal personality. As such, the proprietor can be personally liable for all debts and obligations incurred by the company in the case of a winding-up situation. Any transfer of business is also not allowed under this form resulting in no continuity or inheritance of the business.
• If you are looking to set up a small business (minimart, art studio, baker, etc.) with no intentions to expand, sole proprietorship may be the business form for you. By adopting this business structure, you can expect to enjoy an easy start up and complete control. 
• Unlike many other countries, setting up a sole proprietorship in Belize will also require you to register with the Income Tax Department to obtain a Taxpayer Identification.

Public Investment Companies

• Established under the IBC Act, the provision allows public investment companies to conduct business locally while benefiting from the complete exemption of taxes and duties for up to thirty years.
• Under the act, an applicant contemplating to register company in Belize in the form of a public investment company is to fulfill the following requirements:
  • Net tangible asset value of a minimum of US$2,500,000.
  • A gross tangible asset value of a minimum of US$25,000,000.
  • Net income of a minimum of US$500,000.
  • Have carried on business locally for a continuous period of 24 months and an average net income for each of the two previous complete fiscal years of not less than US$375,000.
  • Provided full-time employment for at least fifty Belize residents during a continuous period of 24 months.
  • Listed on an Approved Stock Exchange or intends to be listed within the next 24 months

Limited Life Companies

• Otherwise known as the Belize Limited Duration Company, this entity only has a lifespan of fifty years. However, the company can be continuously renewed for additional fifty year increments. This entity is also exempted from paying any tax. With more flexibility, you can carry on any business that is not prohibited by the Belize laws. Members and managers also need not be residents in the country.
• This entity is typically adopted by those who are looking to protect their assets.

Limited Liability Partnership

• Under the limited liability partnership entity, directors are not personally liable for any debts or obligations incurred by the company. They will only be held liable up to a specified amount of liability insurance as per personally declared. These companies provide different classes of members that entitles them to different rights, powers and duties.
• Popular in the offshore community, the limited liability partnership structure has drawn many who are looking to incorporate in Belize. This structure provides companies the flexibility in managing organizational affairs.
• To set up as a limited liability partnership, you are required to have a listed office in Belize. Under the Limited Liability Partnerships Act, you must also keep accounting records for five years to prove with reasonable accuracy at any time the financial position of your company. Subject to the partnership agreement, it is not necessary to appoint an auditor or audit your accounts.

Trust Funds

• A flexible corporate vehicle, Belize’s trust funds are unincorporated associations that allow for the legal ownership of the trust assets to be separated from the beneficial ownership. While it is optional to establish trusts with the Belize Registrar, if registered, you will have to submit a certified copy of the instrument creating the trust along with a payment fee. A trust can only be formed for the maximum duration of 120 years from the date of its incorporation.
• This business form is commonly adopted to save on inheritance tax, or to protect and hold assets. 

International Business Companies (IBCs)

• A company with limited liability, IBCs are managed by the Belize IBC Act. This popular incorporation choice allows you to be fully exempted from paying any form of tax in Belize. You are also not required to file annual returns, public disclosure of directors, shareholders, charges, loans or agreements.
• Unlike many Belize offshore companies, it is important to note some distinctive differences and features an IBC has. Following the passing of the new legislations, an IBC is allowed to conduct any business activities locally and with persons resident in Belize, own land in Belize and hold shares in domestic companies. You will however be subject to the new economic substance requirements listed above.

Business license in Belize 

Trade license 

• A trade license is required for companies operating in urban regions in Belize. It licenses the trading of commodities and services for monetary remuneration. Application occurs through the submission of documents to the Town Board or City Council, and the approvals are done during quarterly meetings. The license fee is charged annually based on the rent value of the premises on which the company operates. Companies engaged in operations in rural regions or in villages do not need this license. 

Financial services licenses 

• Enterprises involved in monetary activities like banking, insurance, securities dealing, or money services (e.g., remittances, exchange of currency, e-wallets) must have specific permits from concerned bodies. For instance, money remittance and banking licenses fall under the purview of the Central Bank of Belize, whereas businesses dealing in securities and e-wallets come under the authority of the Belize International Financial Services Commission (IFSC). Licenses guarantee observance of anti-money laundering (AML) and counter-terrorism financing (CTF) policies. 

Food handlers’ license 

• For food preparation or handling businesses, including restaurants or catering establishments, a food handlers’ license is necessary. This is issued by the Department of Health and guarantees that all kitchen personnel are up to hygiene and safety standards. Periodic inspections can be carried out to ensure compliance. 

Liquor license 

• Companies planning to retail alcoholic drinks need to obtain a liquor license from the local government or Belize Tourist Board. The license is required for bars, restaurants, and stores where alcohol is sold. The liquor license may differ based on whether the sale of alcohol is for on-premises consumption or off-premises. 

Central building authority permit 

• For companies building new structures or retrofitting existing structures for commercial purposes, they are required to obtain a CBA permit. This is for buildings over 93 square meters in size or those that will be used for tourism development purposes. To make an application, engineer-certified plans and the associated fee must be submitted. 

Professional services licenses 

• Some occupations necessitate particular licenses by professional bodies in Belize. They include accountants’ licenses (Institute of Chartered Accountants of Belize), lawyers’ licenses (Belize Bar Association), physicians’ licenses (Belize Medical and Dental Association), architects, engineers, and real estate agents’ licenses. They guarantee that the professionals are at par with industry standards and requirements. 

Special industry licenses 

• Some businesses might need further permits or licenses depending on their nature of operation. For example: 

• Tour operators must have permits issued by the Belize Tourism Industry Association. 

• Customs brokers need to register with the Customs Brokers Association. 

• Media production houses can require the approval of the Belize Audio Visual Industry Association. 

Accounting and tax obligations

• Accounting and tax considerations are important factors when incorporating your company. By outsourcing your Belize accounting and tax obligations to Tetra Consultants, you can be confident that you are in the best hands. Our team of consultants will ensure that your firm’s financial statements, corporate tax returns and audits will be completed in a timely fashion without the need for you to travel.
• Additionally, outsourcing your accounting and tax needs to Tetra Consultants will allow you to reduce overhead costs whilst being ensured of timely reporting and filings. Before the start of the engagement, our accounting team will also keep you updated of all the necessary deadlines and expectations. Thereafter, we will prepare all mandated filings in advance to ensure that the stipulated deadlines are met.

Annual reporting requirements

• All Belize-incorporated companies are to maintain their accounting records at their listed office in Belize or at their Agent’s office for a period of minimally five years. The accounting records are to include information regarding the company’s assets and liabilities, sales and purchases as well as monetary transactions. Companies must also prepare financial statements and accounting records in accordance with International Financial Reporting Standards.

Tax

• Following the recent changes in Belize’s legislations, IBCs that are physically present in Belize or are carrying out a licensed activity must file monthly business tax returns. You will get to enjoy tax exemptions for income that is below US$37,500. Otherwise, it will be charged at a rate between 1.75% to 19%, depending on your business’ specific type. Typically, most businesses are taxed at 1.75%, but Tetra Consultants’ team of dedicated accountants will calculate and inform you of your effective tax rate. 
• You will only be liable for taxes if your company’s directors comprises of a person residing in Belize or your company is engaging in a trade, business or profession with the bulk of revenue or income derived from Belize.
• To qualify for tax exemption, an offshore business in Belize must first fulfil certain criteria. It is not permitted to carry out business with locals or earn profits within the jurisdiction, and must have a registered address for the business located within the jurisdiction.

Document required to register company in Belize 

• Certificate of Incorporation 

• Memorandum and Articles of Association 

• Apostille of constitutive documents 

• Subscriber’s resolution to confirm the subscribers’ intent to form the company. 

• Resolution of first shares allotment 

• Share certificates 

• Director and nominee documents: 
  • Resolution affecting the issuing of the power of attorney 
  • Apostilled power of attorney 
  • Consent letter 
  • Director resignation letter 
  • Nominee director’s declaration 
  • Resolution affecting the change of director 
  • Deed of trust 
  • Instrument of transfer 

• Certified copy of passport of directors, shareholders, and beneficiary owners. 

• Company name registration certificate 

• Proposed business plan 

• Register of directors and Shareholders to record details of company officers and owners. 

• Extract of company details from the Registrar of Companies. 

Common challenges to register company in the Belize 

Navigating complex legal and regulatory requirements 

• One of the most fundamental concerns in Belize company registration is complying with local law, regulation, and taxation. These involve the preparation of documents for startup, satisfying eligibility requirements, and complying with the International Business Companies (IBC) Act. Noncompliance with any of these can result in penalties or delays in the process of registering a Belize offshore company. 

• Tetra Consultants offers professional advice on Belize law, ensuring all documents are drawn up accurately and submitted within the required timeframe. Their professionals draw up and notarize important documents such as the Memorandum and Articles of Association, thus complying with the laws of Belize regarding corporations. This reduces the risk of making mistakes and shortens the time taken for Belize offshore company registration. 

Challenge in reserving a novel company name 

• Booking a company name that is compliant with Belize Companies Registry requirements may prove to be difficult with possible duplications or rejection. This is a critical process because it has implications on the following offshore company registration in Belize. Tetra Consultants conducts comprehensive name searches with the Belize Companies Registry to ensure that your chosen company name is unique and in compliance with the laws. Their initiative saves time and guarantees effortless approval. 

Need for a registered agent and office address 

• All Belizean companies are required to have a registered agent with a local address in the country. It can be challenging for international entrepreneurs who lack knowledge of the jurisdiction to find good local agents. Tetra Consultants offers a registered agent with a local office address, keeping up with the Belize laws. Our professionals ensured established network which assists in ensuring timely and effective representation for your business. 

Difficulties in opening corporate bank accounts 

• Opening a bank account for your Belize entity can be problematic because of strict Know Your Customer (KYC) requirements and negative connotations regarding offshore centers. Certain banks will even refuse to accept an application on account of money laundering or tax avoidance concerns. Tetra Consultants has formed associations with trustworthy banks in Belize as well as internationally. We help prepare necessary documentation, negotiate bank requirements, and enable account opening without the need for directors or shareholders to leave their premises. This provides hassle-free access to banking services. 

Acquiring industry-specific licenses or permits 

• Certain business activities in Belize require additional permits or licenses, such as trade licenses or financial service licenses. It is a time-consuming and complex process to get these permits. Tetra Consultants handles all license applications on your behalf, ensuring compliance with industry-specific regulations. With experience, the process becomes easier, and your business can be legally operational without any unwanted delays. 

Managing taxation and financial reporting obligations 

• Though Belize grants tax incentives to IBCs, local companies are still required to file income tax reporting, keep records for five years, and make annual tax declarations. It may be daunting to new businesses to understand these. Tetra Consultants offers full-accounting and taxation services, from monthly bookkeeping to fiscal statement preparation and year-end tax filing. Their experienced staff will help your business be compliant while limiting administrative hassles. 

Changing negative perceptions about offshore jurisdictions 

• Belize’s offshore image can lead to cynicism from overseas partners or regulation during conducting overseas operations. Tetra Consultants helps to remove such issues through advice on measures for enhancing credibility, such as transparent corporate structures and compliance with international standards. Your business is in a good place to conduct business overseas due to their experience. 

Cost to register a company in Belize 

• At Tetra Consultants, we maintain total transparency and efficiency in the cost structure of company setup in Belize. Our method involves offering a clear breakdown of all related fees, including government fees, registered agent services, and costs of a corporate bank account opening, all given in BZ$. We avoid hidden fees and make sure clients are well aware of every expense upfront. 

• Our professionals take care of all work for the offshore company registration in Belize, from preparing incorporation documents to reserving your business name and fulfilling compliance requirements, so that you can concentrate on your business objectives. We also help in corporate bank account opening with our vast network of banks and offer regular compliance services to keep your company operationally ready. With Tetra Consultants, you can have a hassle-free and transparent experience designed specifically for you. 

Why register a company in Belize?

Before you begin to register company in Belize, it is important to understand the business landscape of the jurisdiction. This is to ensure that your newly established entity will be able to safely and legally conduct business while striving towards your long-term business goals.

Political

• The Organisation of American States (OAS) published a report explaining its observations on the 2015 Belize general elections. Its report highlighted that the procedures and systems were generally inclusive with no corrupt practices employed.
• Although Belize attained a score of 87 out of 100 in Freedom House’s 2021 Freedom in The World index, key areas for improvement highlighted include governmental corruption and the high rate of violent crime.
• The recent controversy over the nationalization of Belize Telemedia Limited has also highlighted the extent of Belize’s corruption. Belize Telemedia Limited is heavily indebted but the Belize’s government still continues to ratify the Telecommunications Undertaking Vesting Bill.

Economical

• Foreign investors who are looking to incorporate in Belize get to enjoy an easy incorporation process. In fact, company formation is expedited in Belize.
• However, it does not score well on the World Bank’s 2020 Ease of Doing Business Index, being ranked 125th out of 190 countries on the ease of doing business.
• Belize employs an import licensing strategy to protect its domestic producers from external competition. This system damages incentives and even harms resource allocation. Consequently, undermining the transparency of Belize’s trade regime.

Social

• Belize’s official language is English. As the only native English-speaking country in Central America, this will provide you great convenience when handling business locally.
• According to Pan American Health Organisation, the literacy rate among the Belizean adult population is marginally less than 80%.

Technological

• With the help of the Inter-American Development Bank, Belize is to accelerate its plans of digital government transformation. Through this policy, Belize will be able to leverage on technology and communications technology to modernize government frameworks and infrastructure.
• Government-owned Belize Telemedia Limited only provides telephone, cellular and Internet services to about half of the population. This means that much of Belize’s people still remain isolated.
• As of January 2020, internet penetration in Belize stands at a low rate of 61%. This also means that Belize is not that digitally competitive after all.

Legal

• A jurisdiction that seeks to protect the privacy of company directors, Belize implements an advantageous privacy policy. In Belize, information regarding company directors is not available to the public eye. This allows you to stay away from the public eye and focus on managing your new Belize offshore company.
• In Belize, banks are mandated and monitored by the law to have a set liquidity ratio. A liquidity ratio refers to the amount of liquid assets a bank holds for a certain percentage of the total value held in the bank at any one time.
• The National Assembly of Belize has passed new laws in December 2018 to remove itself from the blacklist of the Organisation for Economic Co-operation Development. These legislative changes will place greater stability in Belize’s policies. Consistent with many international institutions, business laws in Belize are now more stable and recognised globally. 

Environmental

• While Belize has scarce natural resources, it continues to adopt renewable-energy technologies to meet its energy demands.
• Belize is the first and only country that has successfully divided all of its territorial waters into different functional fishing waters. As such, this regulates the type of activities that people can conduct in the waters, protecting corals and marine life.
• With the enactment of the Environmental Protection Act of 1992, the act makes relevant provisions for many environmental issues such as wildlife protection, water pollution and waste management, realising the importance of protecting the environment.

Looking to register company in Belize?

Contact us to find out more about how to start a business in Belize. Our team of experts will revert within the next 24 hours.

Tetra Consultants will be your one-stop solution for successfully undertaking the process to register company in Belize. Our services include company formation, registered agent, registered address and business bank account opening.

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