Belize Company Formation

Most of what is written about Belize company formation is a few years out of date. The International Business Companies Act (Cap. 270) and the old Companies Act (Cap. 250) were repealed and replaced by the Belize Companies Act, 2022 (Act No. 11 of 2022). The Act came fully into force on 28 November 2022. Every existing IBC had until 28 November 2023 to re-register. If a page still offers you a new 'Belize IBC', it is describing a legal form that no longer exists. We cover the change in detail under whether the IBC is still available.

What a non-resident forms today is a Belize company under the 2022 Act. The ordinary vehicle, in our reading, is a company limited by shares, and the Act also allows guarantee companies, unlimited companies, special purpose companies, private trust companies and segregated portfolio companies. A non-resident cannot file alone: every company needs a registered agent licensed by the Financial Services Commission (FSC), and only the agent can file the incorporation application. The registry is the Belize Companies and Corporate Affairs Registry (BCCAR), which works through an online system.

The fee schedule is published and it is cheap at the bottom of the scale. A company that uses a registered agent pays the USD column of the schedule: US$150 to incorporate and US$250 a year in the lower tier, US$1,000 for each above the '50,000' tier. The schedule does not say what the 50,000 is measured in, and we say so under fees instead of guessing. The registered agent's own fee is set by the agent and published nowhere by the state, so it goes into your quote.

The older sales line, 'no tax on foreign income, no questions', no longer holds. The FSC's own guidance makes the Certificate of Tax Exemption conditional on the company being tax resident in another jurisdiction that is not blacklisted, and on proof that tax is filed there. We explain what that means under tax and annual obligations. The company also files an economic substance report every year, and its beneficial owners are recorded and produced to the authorities within 24 hours of a request.

If you are choosing between jurisdictions, the company formation hub sets them side by side, and the pages for the BVI, Seychelles, Panama and Costa Rica cover the nearest alternatives. A Belize company is not a licence of any kind. A licence for gaming is a separate authorisation, covered on our Belize gambling licence page, and is not part of forming the company.

No. The Belize Companies Act, 2022 repealed the International Business Companies Act (Cap. 270) and the Companies Act (Cap. 250). The commencement was in two steps: SI 116 of 2022 brought Part I and most of Part XVII into force on 28 July 2022, and SI 151 of 2022 appointed 28 November 2022 for the rest. The FSC states that after that date both older Acts 'no longer have any legal effect'. Any page that offers to incorporate a new Belize IBC today is wrong.

Companies already on the register did not vanish on their own. Section 313 preserved their incorporation but required them to re-register under the new Act. The original window was six months, and Act No. 27 of 2023 extended it to twelve. The FSC's public notice FSC/7/PN/018 says the deadline was 28 November 2023 and that the Registrar would remove from the register any company that failed to re-register. BCCAR runs a page headed 'List of companies not re-registered'. If someone offers you an older 'IBC' as a shelf company, check its status with the registry before you pay for it.

A removed company can come back, but not cheaply. Under section 222A, inserted by Act No. 8 of 2025, the Registrar may restore a dissolved company administratively within 30 days of an application made within 10 years of the dissolution. The restoration fee is US$1,000 and the applicant must file updated registers of directors, shareholders and beneficial owners.

'Belize IBC' is still a common search term, which is why this page uses it. What you form today is a Belize company, and the old automatic exemption from tax that went with the IBC went with it. The next section sets out what applies now.

The 2022 Act itself contains no tax exemption section, as far as we read it. Its Part XVIII (section 308) says only that the Economic Substance Act applies to a commercial entity, including a foreign company, incorporated, registered or continued under the Act. Under the repealed IBC Act, section 130 exempted an IBC's income from the Income and Business Tax Act. That Act is repealed, and no equivalent blanket rule replaced it.

What exists now is a certificate. The FSC issues a Certificate of Tax Exemption to 'non-included entities', meaning companies that carry on no relevant activity under the Economic Substance Act. Its guidelines (FSC/2/EG/010-1, dated 6 April 2023) list the conditions. The company must be in good standing with the registry. It must be tax resident in a jurisdiction other than Belize that is not a blacklisted jurisdiction. It must have no central management and control in Belize, no permanent establishment or relevant activities in Belize, and no beneficial owner resident in Belize. It must have a Belize taxpayer number. The agent applies through the registry's online system with a declaration of the beneficial owners. The tax service then asks for proof that tax is filed in the other jurisdiction: a letter or certificate from that tax authority, a self-assessment confirmation, a demand or proof of payment.

In plain terms, a Belize company with a certificate is exempt only if it is already taxed as a resident somewhere else. That is very different from the old line that a Belize company pays no tax anywhere. We could not read the tax service's own pages, so we do not quote a Belize business tax rate and we do not state the tax position of a company that has no certificate. The agent and a Belize tax adviser confirm that for your facts, and we put the answer in writing before you commit.

The limit sits on the other side too. Whether the company is taxed where you live or manage it is a home-country question: many countries tax a company that is managed from their territory and tax shareholders on the profits of a foreign company they control. We do not give tax advice and nothing here suggests the company reduces tax or hides its owner. Take advice where the owners and decision-makers are based before you form it.

The yearly duties are short, with fixed dates.

Belize has its own statute, the Economic Substance Act, Chapter 273:01. It applies to a commercial entity that carries on a relevant activity and does not fall under the carve-out. The relevant activities in section 5 are banking, insurance, fund management, finance and leasing, headquarters, distribution and service centre, shipping, and a holding company that engages in, or has subsidiaries engaged in, one of those. The printed list does not name intellectual property. The Act we read is the Revised Edition 2020, which still refers to the repealed IBC Act, and we found no later consolidation, so we confirm the current text before relying on any detail.

The carve-out matters most. The Act does not apply to a commercial entity that is controlled and managed outside Belize and is tax resident in a jurisdiction other than Belize, and the entity has to prove it with a letter or certificate from the foreign tax authority showing a validity period and evidence of assessment or payment. An entity that does carry on a relevant activity must show a substantial economic presence in Belize, meeting the rules on core income-generating activity and on management and control (sections 4, 6 and 8). A holding company has a reduced test (section 9).

There is also a reporting duty for companies that are outside the substance test. Every commercial entity files an annual report within nine months of the end of its fiscal year (section 10(2)): Form B for an included entity, Form C for a holding company, and Form D for a non-included entity. A typical non-resident trading or holding company that is not in a relevant activity therefore files Form D every year. Failure to report carries an administrative penalty or removal from the register (section 10(3)).

The substance penalties are large. An entity that fails the test and does not cure it within 90 days faces an audit at its own expense. If it does not start the audit within 60 days, the administrative penalty is 150,000, and failing a remedial notice carries up to 300,000, licence suspension or strike-off (section 17). Offences, including failing to meet substance and filing false reports, are punishable by a fine of 200,000 or one year's imprisonment or both (section 18). The maximum administrative penalty is 350,000, plus 1,000 for each further day (section 19). The Act says 'dollars' and does not name the currency, so we state the figures without one.

On the EU list of non-cooperative jurisdictions, Belize is not named in the Council conclusions of 9 October 2026 (document 13854/26), so it is on neither Annex I nor Annex II of that document. The February 2026 conclusions had placed it in Annex II, waiting for a review by the Global Forum. The list changes, so we re-check it before relying on it. We do not state Belize's status with the Financial Action Task Force on this page, because we could not confirm it against the FATF's own publication; we check it at engagement.

The standard public extract shows little. A person who is not a director or shareholder may request only the Short Extract (regulation 57(3)). The template lists the name, category, status, dates, accounting date, principal place of business and contacts, particulars of any foreign jurisdiction, business activity and authorised share capital. It does not list directors, shareholders or beneficial owners. We do not say that owners are on no public register, because the Act also lets any person inspect the registers on payment of a fee (section 297), and the registers of members and directors are filed with the Registrar (section 93). We confirm what an inspection returns at engagement.

The authorities see more than the public does. A company keeps a register of beneficial owners at its registered office, with a copy at the agent's office (sections 86 and 87), and enters the same information in the registry's online system at incorporation and on every change. 'Beneficial owner' follows the Money Laundering and Terrorism (Prevention) Act, and the FSC's guidelines of 18 March 2025 apply a test of more than 25% of shares or voting rights, control by other means, and a senior managing official as the fallback. The registers must be produced to the FSC or another competent authority within 24 hours of a request (section 86(3)), and the agent must produce its records within seven days or sooner when the FSC asks. Records are kept at least five years. We found no public search of beneficial-owner data.

A failure to keep these records carries an administrative fine. Under the Regulations, fines are US$500 (minor), US$1,000 (serious) or US$2,000 (very serious) for the first day, plus US$250, US$500 or US$1,000 a day, up to US$50,000 in all (regulations 54 and 55). As we read Schedule V, the record-keeping contraventions in sections 86 and 87 are in the 'very serious' band, but the schedule is a scan, so we confirm the band before relying on it. Bearer shares are prohibited: a company that issues or converts to bearer shares commits an offence with a fine of 100,000, and the Act does not name the currency.

Nominees are the area moving fastest. The Financial Services Commission (Nominee Shareholders and Directors) Regulations, 2025 (SI 158 of 2025) allow only a registered agent authorised in writing by the FSC to provide nominee services, or a 'personal nominee' for a single company who is physically present in Belize. The agent must establish whether a nominee relationship exists before incorporating and file a statement with the Registrar. The transitional deadline was extended to 30 September 2026 and then, by an FSC notice of 29 October 2026, to 31 December 2026. That notice also refers to proposed regulations for 2026 under consultation, so the rules may change again. Any nominee arrangement we arrange in Belize therefore goes through such an authorised agent or a personal nominee. A nominee does not change what the registered agent, the bank and the authorities are told: the nominator is recorded.

Opening a bank account is a separate application from forming the company, and formation does not carry a promise of one. We found no regulator or statute source that describes how a non-resident Belize company gets an account, and nothing in the Act gives a right to one. We do not name banks and we quote no approval rate or timeline, because we have no verified figure.

Any bank, in Belize or elsewhere, will ask the same things the registry and the FSC ask: who the beneficial owners are, where the company is managed, what it will do and where the money comes from. Plan on the basis that the company may be banked outside Belize. That is our planning assumption, not a verified statement about any bank.

For gaming and crypto groups our working position is an account with an electronic money institution or neobank, not a traditional bank, and we do not promise one. Our pages on high-risk merchant accounts, gaming company bank accounts and crypto-friendly banking explain what providers ask for and why applications fail. What a bank will want to see for a Belize company, apart from identification, is the substance and tax position described above, so settle those first.

It is not an IBC and not a company with an automatic tax exemption. The tax exemption certificate is conditional, the company files every year, and the owners are known to the agent, the registry and the authorities. The rest of this section sets out the limits a reader should know before paying anything.