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Belize company formation now means incorporating a company under the Belize Companies Act 2022 with the Belize Companies and Corporate Affairs Registry (BCCAR). The usual choice for a founder from abroad is a company limited by shares, the form that used to be sold as a Belize IBC. One member and one director are enough, neither has to live in Belize, and the Act sets no minimum share capital. What the law insists on is local: a registered office at a physical address in Belize and a registered agent licensed by the Financial Services Commission, which is the only party allowed to file the application for a company with foreign owners or directors.
Below, step by step, is how a new company is registered in Belize. Buying a company with an earlier incorporation date is covered on our page on Belize shelf companies, and the country overview on our Belize page.
The International Business Companies Act (Cap. 270) and the domestic Companies Act (Cap. 250) were repealed and merged into the Belize Companies Act 2022, whose remaining provisions came into force on 28 November 2022. There is no separate IBC registry any more. BCCAR operates under the Financial Services Commission, the Commission’s Director General is the Registrar, and incorporations and annual returns are filed through its Online Business Registry System (OBRS). References to international business companies in other Belize laws are now read as references to companies under the 2022 Act (section 314).
Existing IBCs kept their incorporation but had to re-register under the new Act by 28 November 2023, receiving a new 9-digit number (section 313); those that did not were to be removed from the register. So a request for Belize IBC formation is, in law, a request for a Belize company limited by shares.
| Type | Section | Typical use |
|---|---|---|
| Company limited by shares | 5(a) | Trading, holding and service companies; the usual choice and the form of every ready-made company |
| Company limited by guarantee, with or without shares | 5(b), 5(c) | Member and non-profit bodies; an NGO registers as a company limited by guarantee |
| Unlimited company, with or without shares | 5(d), 5(e) | Members’ liability is not limited |
| Special purpose company | 8, 10 | A share company whose articles state its purposes; only on incorporation, name ending (SPV) Limited |
| Segregated portfolio company | 130 to 132 | Needs the written approval of the Commission before incorporation |
The name ends with Limited, Corporation, Incorporated or an abbreviation such as Ltd, Corp or Inc (section 17). Words such as Bank, Fund, Forex, Insurance or Trust need the matching licence, and an ending such as .com or .bz is refused unless the company works in electronic commerce (section 18). A registered agent can reserve a name in OBRS for up to 90 days.
| Requirement | What the Act says |
|---|---|
| Members | At least one at all times, of any nationality or residence (section 68) |
| Directors | At least one at all times; no residence test; persons under 18, undischarged bankrupts and anyone barred by the articles are disqualified; written consent before appointment (sections 100, 102, 103) |
| Registered office | A physical address in Belize, which may be the agent’s office if the articles say so (section 79) |
| Registered agent | Licensed by the Financial Services Commission and based in Belize; required unless the company is domestic with no foreign shareholders or directors (section 80) |
| Share capital | No minimum; the articles state the maximum number of shares or that it is unlimited, with or without par value, in any currency (sections 9, 37) |
| Bearer shares | Prohibited (sections 9 and 38) |
| Registers | Members, directors and beneficial owners, kept at the registered office, copied to the agent and filed with the Registrar (sections 86, 93) |
Beneficial owners are the natural persons who own or control 25 per cent or more of the shares, votes, capital or profits, or who control the company by other means. Their details are entered in OBRS when the company is registered and updated whenever they change. Nothing about them is published; only the Registrar, the Commission and other competent authorities can obtain it.
| Step | What happens | Rule |
|---|---|---|
| 1. Registered agent | You appoint a licensed agent, which identifies you and every beneficial owner and provides or confirms the registered office | Sections 79, 80 |
| 2. Name | The agent checks the name and reserves it in OBRS if needed | Sections 17, 18, 25 |
| 3. Nominee statement | Before filing, the agent establishes whether any nominee relationship exists and tells the Registrar either way | Nominee Regulations 2025, regulation 13 |
| 4. Articles | The agent files the articles in OBRS: name, type, registered office, agent, maximum number and classes of shares | Sections 6, 9 |
| 5. Certificate | The Registrar registers the company, allots its number and issues the certificate of incorporation, which BCCAR delivers electronically | Section 7 |
| 6. First directors | On the date of incorporation the agent appoints the first directors, who have consented in writing | Sections 103, 104 |
| 7. Registers | Registers of members, directors and beneficial owners are completed, copied to the agent and filed; beneficial ownership is entered in OBRS | Sections 86, 93 |
The certificate is conclusive evidence of the incorporation date. BCCAR publishes no processing time, so a promised number of days comes from the provider, not the Registry. The Registrar accepts documents signed, notarised or apostilled electronically (section 305), so nobody has to travel to Belize to sign.
Choosing formation services in Belize comes down to one legal point: only a registered agent licensed by the Financial Services Commission may file for a company with foreign owners, and acting as one without a licence is an offence (section 80). BCCAR publishes the list of licensed agents, so a licence can be checked before anything is signed. The agent stays with the company, keeps copies of its registers and lodges every later filing.
We can form a new Belize company or supply a ready-made one, prepare the formation documents and the filings the licensed registered agent lodges in OBRS, help prepare the bank application and, where we have a working contact at a suitable bank, introduce you, with the bank alone deciding. Where you want a nominee director or shareholder, we arrange one only through a registered agent the Commission has authorised to provide nominee services: the nominee consents in writing, carries the same duties as any other director, and the agent files a statement with the Registrar naming the nominee and the person the nominee acts for, while the beneficial owners are filed as usual.
The old IBC exemption has gone. A 2018 amendment made IBCs taxable on business done in Belize from 1 January 2019, and from 1 January 2020 the Income and Business Tax Act charges every company business tax on all receipts, whether received in Belize or elsewhere, including receipts unrelated to any business carried on in Belize. Petroleum operations aside, companies pay no income tax on profits, because since the 2020 basis year income tax is charged only on employed persons. Business tax falls on gross receipts at the rates in the Ninth Schedule, which run from 0.75% to 25% according to the type of receipt.
| Receipts | Business tax |
|---|---|
| Trade or business not listed elsewhere | 1.75% |
| A profession, vocation or occupation | 6% |
| Foreign dividends, interest and royalties received by a company | 5%, with a credit for foreign tax paid on them |
| Annual net gain on foreign property and on securities of non-residents | 5% |
| Pure equity holding company, or holding company with no active trade and no relevant activity | 0% |
| Management and technical services paid to a non-resident | 25% |
A company tax resident in another country, other than one on the EU list of non-cooperative jurisdictions, with no permanent establishment in Belize falls outside the charge if it files a claim form by the return due date; the form names every owner of 5 per cent or more and is sent to the tax administrations of their countries. A company not doing business in Belize can also apply for a Certificate of Tax Exemption, but must keep filing returns. Belize has only a handful of double taxation agreements.
The Economic Substance Act, in force since 1 January 2019, applies to companies under the 2022 Act unless the company is controlled and managed outside Belize and tax resident elsewhere. The test bites only on a relevant activity: banking, insurance, fund management, financing and leasing, headquarters, distribution and service centre, shipping, or holding company business connected with them. Such a company needs its core income generating activities in Belize, with adequate spending, qualified staff and offices; a pure equity holding company has a lighter test.
| Obligation | Rule |
|---|---|
| Annual return | Filed in OBRS by 30 June, made up to 31 December, certified by a director or the agent (section 294) |
| Economic substance report | Within nine months of the financial year end, on Form B, C or D (Economic Substance Act, section 10) |
| Business tax | Returns to the Belize Tax Service, together with any residence claim or exemption certificate |
| Accounting records | Enough to explain the transactions and show the financial position, kept five years; accounts showing the quarterly position at the registered office if the records are kept abroad (section 88) |
| Beneficial owners | OBRS updated on every change; the agent told in writing within 15 days |
The Act does not require annual accounts to be filed with the Registry. A company that stops filing, goes six months without a registered agent or carries on licensed business without a licence can be struck off, and after five years struck off it is dissolved.
Banking follows registration: the company is registered first and then applies. Belize has three international banks with Class A licences, which serve non-residents in foreign currencies, and four domestic banks, where a foreign currency account needs Central Bank exchange control approval unless the business qualifies automatically. Belize accounts have no IBAN. The banks, their requirements and the usual reasons for refusal are on bank accounts for Belize companies.
A new company carries the date on which it is registered. If a contract, tender or bank asks how long the company has existed, an older company with its returns current answers that; it adds nothing else, since the tax rules and yearly filings are the same. How to check one and take over its shares is on our page on Belize shelf companies, and the wider picture on aged shelf companies.
Through BCCAR’s Online Business Registry System, where incorporations, name reservations and annual returns are all filed. Owners who are Belizeans with a Social Security number can register some entities themselves. A founder from abroad cannot: the Act requires a licensed registered agent to file the application for any company with foreign shareholders or directors, so your part is the identification documents and signatures, which can be given electronically.
Yes. The Act sets no nationality or residence test for members or directors, and one person can be both. What must be in Belize is the registered office at a physical address and the licensed registered agent. A company whose activity is banking, insurance, fund management or another relevant activity under the Economic Substance Act, and which is not tax resident elsewhere, also needs staff, premises and spending in Belize.
Not automatically. The IBC exemption ended, and since 2020 every company owes business tax on all receipts wherever received. The charge falls away for a company tax resident in a country outside the EU list of non-cooperative jurisdictions, with no permanent establishment in Belize, that files a claim naming its owners of 5 per cent or more, and pure equity holding companies pay 0%.
Business tax is charged on gross receipts, not on profit, at rates from 0.75% to 25% set in the Ninth Schedule of the Income and Business Tax Act. Ordinary trade or business pays 1.75%, professional receipts 6%, and a company’s foreign dividends, interest and royalties 5%, with a credit for foreign tax. Companies pay no separate income tax on profits.
BCCAR offers a public business search on OBRS and a separate name search, and any person may inspect the registers the Registrar keeps. A certificate of good standing confirms that the company is on the register and states whether it is in liquidation or facing strike-off. Former IBCs appear under the 9-digit numbers they received on re-registration. Beneficial owners filed with the Registrar are not published.
Neither the Act nor BCCAR states a processing time. The Registrar incorporates once satisfied that the articles and documents meet the Act, and in practice the timetable depends on how quickly the registered agent completes its checks on you and every beneficial owner. The agent appoints the first directors on the date of incorporation, so the company can act from then.
Thinking of registering a company in Belize? Describe the activity, the owners and their tax residence, and we will tell you what the licensed registered agent will ask for and how the business tax rules would apply, through our contact page or on Telegram or WhatsApp at +48 663 247 166.