Significant changes to the BELIZE companies / Deadline 1st July 2018

For this article, we obtained a Mondaq Top Communicator Award for May 2018.  

This newsletter refers to Partners & Customers who operate through the use of companies incorporated in Belize.

Some amendments have been made to the International Business Companies Act, Chapter 270 of the Laws of Belize, within the process of modernizing the legislation concerning companies of Belize in order to achieve full recognition within the evolving international standards of transparency promoted by The Financial Action Task Force (FATF) and the Organization for Economic Co-operation and Development (OECD).

In this Memorandum we include detailed information about the most important changes included in the mentioned amendments, which came into force and effect as of 28th July, 2017.

(1) REGISTER OF DIRECTORS

The Registered Office in Belize will be bound to maintain files with the proper information (listed below) about the directors of companies that they provide services to:

Individual Directors

  1. full name
  2. date of appointment as director or reserve director if any
  3. date of cessation as director or reserve director
  4. address for the services of documents
  5. date of birth
  6. nationality
  7. occupation

Corporate Directors

  1. corporate name
  2. corporate registration number  and date of registration.
  3. registered office or principal office
  4. address (if the corporate director is incorporated outside Belize)
  5. place of incorporation or registration
  6. date of appointment
  7. date of cessation

The Registered Agent will only keep the above-mentioned information on the file of the respective company, and it shall be kept as strictly confidential.

(2) REGISTER OF BENEFICIAL OWNERS

The Registered Office in Belize will be bound to maintain files with the proper information (listed below) about the ultimate beneficial owner of companies that they provide services to:

  1. full name
  2. date on which the person became a beneficial owner
  3. date on which the person ceased to be a beneficial owner
  4. usual residential address, unless that address is the same as the individual’s address for the service of documents
  5. date of birth
  6. nationality
  7. occupation
  8. particulars of each beneficial owner’s beneficial interest and how it is held

The Registered Agent will only keep the above-mentioned information on the file of the respective company, and it shall be kept as strictly confidential.

(3) DEADLINES

For existing companies, the filing of the Register of Directors and Register of Beneficial Owner must be done on or before 1st July, 2018.
For companies incorporated after the 28th July, 2017, this information should have been provided upon incorporation. Your cooperation shall be highly required; therefore, we would appreciate it if you could provide us with updated beneficial owners and directors information for all the companies we currently administer for you, before the 5th May 2018, in order to be in the position of complying with the above mentioned deadline.

(4) PENALTIES

To help ensure that companies comply with the new requirements, a range of penalties has been introduced for non-compliance, as follows:

  • For late filing of Register of Directors $25 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.
  • For late filing of Register of Beneficial Owner $500 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

Access to the company´s register of directors and register of beneficial owner filed at the Registered Office

A company´s registers filed at the Registered Office including any changes, shall not be available to any person except on a written request by a competent authority.  A company or its registered office or any other person authorized in writing by the company, shall have access to the company´s registers filed with the Registered Office.

(5) BEARER SHARES ARE CANCELLED

Every company which has issued bearer shares shall convert such shares into registered shares and cancel all bearer share certificates, if any. After the 1st of July, 2018 any bearer shares which have not been converted and cancelled shall be null and void without effect for all purposes of law.

If you would like any assistance or require more information please don’t hesitate to contact us.