Enactment of the Belize Companies Act, 2022

26 September 2022

The Financial Services Commission (FSC) of Belize announced the passage of the Belize Companies Act, 2022 (No. 11 of 2022) (the Act). The Act is now law, however, only its administrative provisions are currently in force.

Key features of the Act include simplified provisions for digital processes such as virtual meetings and digital registration of members. The Act also provides various value added and best practice features such as the removal of statutory limits on the number of shareholders, the strengthening of minority shareholder rights and liquidation proceedings.

What does this mean for your IBCs?

This means that Belize now has one registry and one registrar for all business entities. This also means that all types of companies provided for in the Act will be accessible by non-residents for use internationally upon the launch of the OBRS.

Over the coming weeks and months, the Registry will be implementing the Act, which includes the digital transformation of company registration services through the OBRS. With the launch of OBRS, all IBCs will be required to re-register and obtain a new company number.

Key changes:

  1. To prepare for the launch of OBRS, the Registry will cease providing services as from 4th November until 28th November 2022, during this time, SFM will not be able to request any services from the registry.
  2. All the companies due for renewal in 2022 must be renewed before the 4th of November to maintain their good standing status.
  3. Upon launch of the OBRS (starting from 28th of November), the client is required to be up to date with annual fees and to be re-registered in order to request services from registry, this is subject to additional fees & penalties may apply.
  4. If a company is not renewed within this year 2022, it will be struck off by the 31st of December.
  5. If a client contacts us after December 31st, he will need to pay for the restoration fees (including late renewal penalties if applicable), re -register the company and submit an annual return form, this is subject to additional fees & penalties may apply.

You can download the Belize Companies Act, 2022 (No. 11 of 2022) at the Belize FSC Website: https://www.belizefsc.org.bz/belize-companies-act-2022/

**Note that Limited Liability Companies (LLCs), International Private Foundations and International Trusts remain governed under their respective enactments and are not affected by these changes.

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