Belize International Business Companies Act – Company Law

The Belize International Business Companies Act was revised in 2000. The legislation outlines the rules and regulation for incorporating a IBC company in Belize. You will find below the key extracts from the Belize International Business Companies Act along with the full Act.

Company Name

The word “Limited”, “Corporation”, “Incorporated”, “Society Anonyme” or “Sociedad Anonima” or “Aktiengesellschaft” or the abbreviations must be part of the name of every company incorporated.

No company shall be incorporated under the Act under a name that-

• Is identical with that under which a company in existence is already incorporated or so nearly resembles the name as to be calculated to deceive
• Contains the words “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Municipal”, “Royal”, “Assurance”, “Bank”, “Insurance” or “Trust”, or a word conveying a similar meaning.

Registered Office and Registered Agent

A company incorporated under this Act shall at all times have a registered office and registered Agent in Belize.

No person shall act or hold himself out as a registered agent for international business companies unless he has obtained a licence from the International Financial Services Commission

Articles of Association 

The Articles, when registered, bind the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the Articles.

Directors

Subject to any limitations in its Memorandum or Articles, the business and affairs of a company incorporated under this Act shall be managed by a board of directors that consists of one or more persons who may be individuals or companies.

The directors have all the powers of the company that are not reserved to the members under this Act or in the Memorandum or Articles.

Shareholders

Subject to any limitations in the Memorandum or Articles, an action that may be taken by members at a meeting of members may also be taken by a resolution of members consented to in writing or by telex, telegram, cable or other written electronic communication, without the need for any notice.

Subject to a requirement in the Memorandum or Articles to give a specific length of notice, the directors must give sufficient notice of meetings of members to members holding shares issued to bearer to allow a reasonable opportunity for them to take action in order to secure or exercise the right or privilege, other than the right or privilege to vote, that is the subject of the notice.

Share Capital

The authorised capital, if any, of a company incorporated under this Act may be stated in more than one currency in which case the par value of the shares, if any, shall be expressed in the same currencies.

Subject to any limitations in its Memorandum or Articles, a company incorporated under this Act may, by a resolution of directors, amend its Memorandum to increase or reduce its authorised capital, and in connection therewith, the company may –

• Increase or reduce the number of shares which the company may issue;
• Increase or reduce the par value of any of its shares

Certificate of Good Standing

The certificate of good standing issued must contain a statement as to whether:

• The company has submitted to the Registrar articles of merger or consolidation that have not yet become effective
• The company has submitted to the Registrar articles of arrangement that have not yet become effective
• The company is in the process of being wound up and dissolved
• Any proceedings to strike the name of the company off the Register have been instituted

Company Dissolution

A company incorporated under this Act shall commence to wind-up and dissolve by a resolution of directors upon expiration of such time as may be prescribed by its Memorandum or Articles for its existence.

A company incorporated under this Act that has never issued shares may voluntarily commence to wind-up and dissolve by a resolution of directors.

Subject to any limitations in its Memorandum or Articles, a company incorporated under this Act that has previously issued shares may voluntarily commence to wind-up and dissolve by a resolution of members.

Company Restoration

If the name of a company has been struck off the Register, the company, or a creditor, member or liquidator thereof, may apply to the court to have the name of the company restored to the Register.

If upon an application under subsection(1) the court is satisfied that-

• At the time the name of the company was struck off the Register, the company did satisfy the requirements prescribed for an International Business Company
• It would be fair and reasonable for the name of the company to be restored to the Register