International Business Companies (Amendment) Act, 2017

January 2018

Introduction

New Amendments to the International Business Companies Act, Chapter 270 of the Laws of Belize, Revised Edition 2011 were announced on 22 July 2017.

Companies within scope

The changes will apply immediately to all new incorporations, while existing Belize companies are required to complete the required filings by July 2018.

How it could affect you

The most notable changes are highlighted below:

• Elimination of Bearer Shares
  Issuance of bearer shares in an international business company is now prohibited. Companies with bearer shares issued will have to convert such shares into registered shares and cancel all bearer shares certificates by July 2018; otherwise the shares will be null and void. Companies who fail to comply with the requirement will be imposed with a penalty of US$5,000 per day.
• Register of Directors (ROD)
  Companies are required to produce a Register of Directors and maintain a copy of the ROD at the registered office in Belize. A registered agent must produce the ROD within 24 hours upon request by the competent authority.

  Companies that contravene this requirement will be imposed with a penalty of US$25 per day.  A director who knowingly permits the contravention is liable to a similar penalty.

• Register of Beneficial Owners (RBO)
  Companies are required to produce a Register of Beneficial Owners and to keep the RBO at the registered office in Belize. There is no requirement to file at the Companies Registry. A registered agent must produce the RBO within 24 hours upon request by the competent authority.
  
  Companies that contravene this requirement will be imposed with a penalty of US$500 per day.  A director who knowingly permits the contravention is liable to a like penalty.

• Tax
  An IBC may now elect to be exempted from taxes under the Income and Business Tax Act (and not required to file any tax returns) or to be liable to taxes under the Income and Business Tax Act (need to file an annual tax return).

Please click here to download a copy of International Business Companies (Amendment) Act, 2017.

How Vistra can support

While it is ultimately the responsibility of a company to provide all the necessary information to Belize, Vistra will support and guide you through these new amendments.

For companies that are registered before 22 July 2017, please convert all bearer shares (if any) to registered shares and provide us with the ROD and RBO to be kept at the registered office in Belize by July 2018.

For companies that are registered on or after 22 July 2017, please provide us with the ROD and RBO to be kept at the registered office in Belize immediately.

We will be in touch with you in the coming months to follow up on the filing submission. In the meantime, please do not hesitate to contact us or your account manager should you have further queries.