The Belize IBC Amendment Act 2017: 3 notable changes for businesses

Belize has amended its International Business Companies Act. These changes were to maintain its financial services industry in the increasingly regulated international market & meet the OECD white list requirements.

The Belize IBC Amendment Act 2017 includes 3 notable changes for companies in Belize:

  • The abolition of Bearer Shares.
  • Having an obligatory Register of Beneficial Owners.
  • Having an obligatory Register of Directors.

Even though additional client information is required, this can be kept at the registered company office address.

Abolition of Bearer Shares

This amendment establishes the prohibition of the issuance and transferal of bearer shares. Going forward, any company that has bearer shares issued will have to be converted into registered shares and cancel all bearer share certificates. Any bearer shares which have not been converted or canceled within the period will be cancelled.

Incidentally, Bearer Shares have been considered frozen in Belize for many years as there is a requirement that stipulates they must be held at the Registered Agents offices.

Obligatory Register of Beneficial Owners

The requirement going forward will be to have BO information stored at the Registered Office of the company. There is no requirement that it be filed with the government at the Companies Registry however it is required in addition to the Register of Members (Shareholders).

Historical information is not required; companies only need to disclose the current Beneficial Owners of a company.

The law stipulates that the Directors of the company must keep the information contained in the Register of Beneficial Owners up to date and accurate. This can be submitted in electronic form or any other method as approved by the Board. 

Obligatory Register of Directors

This change will also have relatively little effect on most companies. It is now a legal requirement to keep a Register of Directors and maintain a copy of the Register at the Registered Office.

All companies will be required to produce a Register of Directors and a Register of Beneficial Owners, both to be kept at the registered office in Belize and upon a request made by the competent authority, the registered agent must produce the requested registers within 24 hours of a request.

The changes apply immediately on all new Belize incorporations, but existing companies have a 12 month grace period to comply with these new provisions of the law.

Penalties

The existing Belize companies, meaning companies registered prior to the commencement of this Act, will have One year (up to the 1st of July 2018) to file its register of Directors and Beneficial Owners with the registered office.

A company that contravenes the requirement to produce the register of Directors will likely pay a penalty of USD $25 for each day of delay, and USD $500 per day of delay for the register of Beneficial Owners.  

To avoid such penalties, it is recommended to complete the Registers as soon as possible, for any assistance, contact us.


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