¶ 1801
Overview
Scope of the chapter. This chapter examines the Belize company. For thirty years the Belize company used by foreign families and businesses was the international business company, formed under the International Business Companies Act of 1990 and exempt from Belize tax. That regime ended in stages between 2017 and 2023. Since November 28, 2022, every Belize company has been governed by a single statute, the Belize Companies Act 2022, Act No. 11 of 2022 ("BCA"), as amended by the Belize Companies (Amendment) Act 2023, Act No. 27 of 2023. The chapter traces the end of the IBC regime and the transition of existing companies into the 2022 Act, describes the types of company the Act permits and the rules on incorporation, shares, members, directors, registers and filings, outlines the remedies of members and the procedures for merger, continuation, striking off, restoration and winding up, and then compares the company with the Belize LLC as a vehicle for holding assets beneath a Belize trust or foundation.
Place in the book. Part III of this book deals with entities. Chapters 14 to 17 examine the LLC, which is the Belize entity designed for asset protection. This chapter completes Part III with the company, which is the Belize entity designed for general commerce. The private trust company, a company formed under the BCA and registered under Part VII, is treated in chapter 13 (see supra ¶¶ 1310–1330). The tax and economic-substance obligations of a Belize company are treated in chapter 28, beneficial-ownership and anti-money-laundering obligations in chapter 29, and the United States tax treatment of a Belize company in chapter 30. Liquidation of an insolvent company, which the BCA governs together with the Insolvency and Bankruptcy Act 2025, is treated in chapter 24.
The central comparison. The company and the LLC are both bodies corporate with separate personality, both limit the liability of their owners, both must have a registered agent and registered office in Belize, and both file their registers of beneficial owners with the Registry. They differ in the position of an owner's creditor. The LLC Act gives the Belize court exclusive jurisdiction over a creditor's claim against a member's interest, makes the charging order the creditor's sole remedy, bars any claim to disregard the LLC and provides that a member has no interest in the LLC's property (see supra chs. 16, 17). The BCA contains none of these provisions. A share in a Belize company is personal property, transferable and capable of passing by operation of law, and a judgment creditor of a shareholder may charge it and apply for its sale under the Senior Courts (Civil Procedure) Rules 2025. BCA ss. 33, 53–54; Senior Courts (Civil Procedure) Rules 2025, S.I. No. 1 of 2025, rr. 48.1, 48.11 (Belize). That difference, examined in ¶ 1880, governs the choice between the two vehicles in most protective structures.
Sources. The chapter relies on the text of the BCA as published in the Belize Gazette (assented to and gazetted July 28, 2022), Act No. 27 of 2023 (assented to July 13, 2023; gazetted July 15, 2023), the two commencement orders, the International Business Companies Act, Cap. 270 (rev. ed. 2020), the Senior Courts (Civil Procedure) Rules 2025 and the public notices of the Financial Services Commission on re-registration and strike-off. No reported Belize judgment construing the BCA was located. Section references in this chapter are to the BCA as amended in 2023 unless otherwise stated.
Terminology. The BCA uses "company" for a body incorporated or continued under the Act, or registered to operate or hold assets in Belize, and "foreign company" for a body corporate formed outside Belize. BCA s. 3(1)–(2). A "former Act company" is a company incorporated, continued or registered under the IBC Act or the domestic Companies Act, Cap. 250. Id. s. 2. The Registrar is the Director General of the Financial Services Commission, and the Registry is the Belize Companies and Corporate Affairs Registry ("BCCAR"). Id. ss. 2, 283–284. This chapter refers to an IBC formed before 2022 as a "former IBC" after its re-registration.