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Incorporation of an IBC

To incorporate a Belizean IBC, one or more persons, who can be a partnership, trust or estate, submit to the Registrar of Companies a Memorandum and Articles of Association.

MEMORANDUM OF INCORPORATION:

  • The name of the Company (finishing in: Limited, Corporation, Incorporated, Society Anonyme, Sociedad Anónima, Aktiengessellschaft or the abbreviations of the above).
  • The Belize address of the company and its registered agent.
  • The company’s objects and purposes (which can be stated as including all legal activities).
  • The currencies (one or more) in which shares may be issued

Company name
The name of the company must end in “Limited,” “Corporation,” “Incorporated,” “Society Anonyme,” “Sociedad Anonima” “Aktiengessellschaft” or their abbreviations.

  • The name of an IBC corporation can be approved immediately, if available, upon written request to the Registry. After the Memorandum and Articles are registered, the Registrar issues a Certificate of Incorporation. A computerized registration office can approve an application in one hour.

Resolutions or Amendments shall be filed in the Registry office

  • A copy of all resolutions amending the Memorandum and/or Articles of Association shall be filed in the Registry, and the Registrar shall retain and file said copies. This includes details of the recordable facts or relationships and of the persons who comprise the bodies of the administration and, if necessary, the authority.

Capital and Members

No minimum capital is required, but shares must be fully paid in, More than one currency can be used when issuing shares.

Shares can be paid in for money, services, personal property (including other shares), debt obligations (or other securities in the company), an estate in real property, or a promissory note.

  • Shares issued are securities, registered, preference, voting, no par value and bearer. Issuance below nominal value is possible only in case of registered shares.
  • Additionally, any issued shares can have the following characteristics:More or less voting privileges per share;
    • Vote only on certain matters or only upon certain events;
    • Vote only when shareholders’ meeting is held by people

(a) Who meet specific requirements or

(b) Who have authorized participation in certain assets.

  1. It is further possible for an IBC to:
    • Issue options, warrants, rights, or similar instruments.
    • Issue convertible securities.

Restrictions: Shares cannot be issued on behalf of local residents. They may be issued to foreign persons only, although bearer shares can also be issued.

Confidentiality: Information regarding shareholders is confidential. Identities are not recorded publicly, nor does Government or tax authorities have access to such information. The shareholder register need not be registered with the Registrar of the Belize.

Directors and Officers

The Board of Directors can consist of one or more persons including corporations, there is no minimum number of officers, unless otherwise indicated in the Memorandum or Articles of Association. A Company should appoint both a Secretary and a President. A single person occupy both offices.

One or more persons: can be natural persons or partnership, trust or estate.

The information regarding the directors and officers shall not be revealed, since this information is confidential and is not a matter of public knowledge. It doesn’t need to be filed in the Public Registry. However, it is required that the names and general information of Officers and Directors Book be kept in the Registered Office of the Company.

Meetings:

It is not required to have an annual meeting of the Shareholders or Directors. However, upon written request of the shareholder who owns more than 50% of the shares of the company, the director can request a meeting of the Shareholders. Less than 50% shareholding may be sufficient to hold a Shareholders’ Meeting, where the Memorandum and Articles of Association so specify.

The Board can meet inside or outside of Belize and can be convening by telephone or other electronic means as long as all participants can hear each other. Shareholders’ meetings can also be held via telephone and other electronic means, while resolutions can be passed by telex, telegram, cable and other forms of written communication.

Proxy can represent an individual shareholder in a meeting of the shareholders. This person is authorized to speak and vote on behalf of the member.

Subject to any limitations in the Memorandum or Articles of Association, a director can consent in writing, or by telex, facsimile, cable or any other written electronic vehicle, to any resolution that could otherwise be adopted by the directors or a committee of the directors in a meeting, without the need for notice. The same applies for the Shareholders’ resolutions or resolutions of a committee of directors.