¶ 1401
Overview
Scope of the chapter. This chapter opens Part III, which examines the Belize limited liability company. It treats the statute as a whole: where it came from, how it is built, what its key terms mean, how it operated during its first twelve years as an offshore statute confined to non-residents, and the changes made to its character by two amending Acts of 2023. The later chapters of Part III take the operative provisions in turn. Chapter 15 examines formation, the operating agreement, management and classes and series of interests. Chapter 16 examines the liability shield, the bar on proceedings that seek to disregard the LLC as a separate entity and the rule that a member has no interest in the LLC's property. Chapter 17 examines the charging order and the position of a member's creditors. Chapter 18 examines companies under the Belize Companies Act 2022 and the holding structures in which an LLC and a company are used together (see infra chs. 15–18). The tax treatment of the LLC since 2023 is examined in Part VI (see infra ch. 28).
The statute and its names. The statute was enacted as the International Limited Liability Companies Act, Act No. 13 of 2011, and came into force on December 31, 2011. International Limited Liability Companies Act, Cap. 270:01, s. 105 (rev. ed. 2020) (Belize). It appears in the 2020 revised edition, which states the law as at December 31, 2020, as Chapter 270:01 under its original name. The International Limited Liability Companies (Amendment) Act, 2023, No. 29 of 2023, renamed it the Limited Liability Companies Act. No. 29 of 2023, ss. 2–3 (Belize). The Limited Liability Companies (Amendment) (No. 2) Act, 2023, No. 48 of 2023, then added a set of beneficial-ownership, record-keeping and enforcement provisions. This chapter cites the statute as the LLC Act, and section references are to the 2020 revised edition as amended by the two 2023 Acts. Where the text discusses the statute as it stood before 2023, it says so.
Three periods. The history of the statute falls into three periods. From 2011 to July 2023 it was an offshore statute. A Belize LLC could be formed only on behalf of persons who did not reside in Belize, could not carry on business in Belize or with Belize residents, and was exempt from every Belize tax measured by income or assets originating outside Belize (see infra ¶ 1440). From July 21, 2023, when Act No. 29 of 2023 was assented to and gazetted, the LLC became an entity open to residents and non-residents alike and subject to the tax laws of Belize, disregarded by default for income and business tax purposes. From December 13, 2023, when Act No. 48 of 2023 was assented to and gazetted, the LLC has also been subject to a beneficial-ownership regime designed to meet Recommendation 24 of the Financial Action Task Force: a register of beneficial owners kept at the registered agent's office and filed with the Registrar, an annual attestation report to the Financial Services Commission, filing of the company's statutory records with the Registry, and administrative penalties of up to one hundred thousand dollars (see infra ¶¶ 1450, 1460).
What did not change. The 2023 Acts did not touch the provisions for which the statute is chiefly used. The liability shield in section 33, the bar on veil piercing in section 34, the rule in section 35 that a member has no interest in the LLC's property, the exclusive charging order in section 36, the fraudulent-conveyance code in section 37 and the rule in section 38 that only Belize judgments are enforceable against the LLC and its members and managers all stand as enacted in 2011. Neither amending Act amends any section of Part IV. No. 29 of 2023, arrangement of sections; No. 48 of 2023, arrangement of sections. The emergency-manager and succession-committee provisions of Part VII and the transfer-of-domicile provisions of Part VIII are also unchanged, apart from the substitution in section 85(2) of a reference to the Financial Services Commission Regulations, 2023. No. 29 of 2023, s. 12. The statute's protective architecture is therefore the same in 2026 as it was in 2011. What has changed is the regulatory and fiscal setting in which the LLC operates (see supra ¶¶ 110.06, 120.02).
¶ 1401.05 Why the history matters. The history matters to a practitioner for four reasons. First, much published commentary on the Belize LLC was written before 2023 and describes an entity that no longer exists: one confined to non-residents, exempt from tax and free of beneficial-ownership filings. Second, the 2012 regulations made under the Act have not been reissued in the materials examined for this chapter. They still speak of formation on behalf of persons "who do not reside in Belize" and of fees payable to the International Financial Services Commission (see infra ¶ 1470.06). Third, an LLC formed before 2023 has passed through each of the reforms, and its documents and filings must be brought into line with each (see infra ¶ 1480). Fourth, the reasons for the 2023 changes, which were external pressures from the European Union and the Financial Action Task Force, explain how the Commission administers the Act today (see supra ¶ 150.01; see infra ch. 29).
¶ 1401.06 Sources. This chapter relies on the text of the International Limited Liability Companies Act, Cap. 270:01 (rev. ed. 2020), as published by the Financial Services Commission; on the texts of Act No. 29 of 2023 and Act No. 48 of 2023 as printed by the Government Printer; on the International Limited Liability Companies (Registration) Regulations, 2012, S.I. No. 48 of 2012; and on the overview of the 2011 Act published by the International Financial Services Commission in April 2012. Commentary published by formation agents is used, if at all, only where the chapter says so. No reported decision of the Belize courts construing the LLC Act has been located for this chapter. The absence of reported decisions has a statutory cause: section 96 requires civil proceedings relating to LLCs to be heard in camera and permits publication of decisions only in edited form after the court has consulted the parties and certified the edited text (see infra ¶ 1440.07).
¶ 1401.07 Plan of the chapter. Paragraph 1410 examines the origins of the 2011 Act and the models on which it drew. Paragraph 1420 sets out the architecture of the statute, Part by Part. Paragraph 1430 examines the key definitions and the statutory rule of construction. Paragraph 1440 describes the international LLC as it existed from 2011 to 2023. Paragraphs 1450 and 1460 examine the two 2023 amending Acts section by section. Paragraph 1470 examines the administration of the Act: the Commission, the Registrar, fees, renewal, administrative dissolution and offences. Paragraph 1480 examines the transitional position of LLCs formed before 2023. Paragraph 1490 compares the Belize LLC with the Belize company and with the Nevis and Cook Islands LLC and closes with planning points and a checklist.