Transparency changes in Belize company law.

Transparency changes in Belize company law.

Belize has recently introduced changes in its company law (the Belize IBC Amendment Act (2017) , to address certain OECD requirements while at the same time minimizing their impact on clients. They relate to client records and anonymity.

These changes will be imposed immediately on all new incorporations, but existing companies have a One Year grace period to comply with these new provisions of the law.

Elimination of Bearer Shares

Most companies incorporated over the last several years are not authorised to issue Bearer Shares. Bearer Shares have also been ‘frozen’ in Belize for many years by the requirement that they be held at the offices of the Registered Agent.

This amendment establishes the prohibition of issuing bearer shares. Every company that has issued bearer shares shall, within One year, (up to July 2018) convert such shares into registered shares and cancel all bearer share certificates issued. Any bearer shares which have not been converted and canceled within this period will be declared null and void. The penalty for not fulfilling this requirement is of US$5,000 for each day of such failure to comply.

Mandatory Register of Directors

This change will also have relatively little effect on most clients. It is now a legal requirement to keep a Register of Directors and maintain a copy of the Register at the Registered Office. Penalties are provided for non-compliance.

All companies will be required to produce a Register of Directors and a Register of Beneficial Owners, both to be kept at the registered office in Belize and upon a request made by the competent authority, the registered agent shall produce the requested registers within 24 hours of the request.

A company that contravenes the requirement to produce the register of directors is liable to a penalty of USD$25 per each day and for the register of beneficial owners $500 for each day. In both cases, any director who knowingly permits the contravention is liable to a similar penalty.

The existing Belize companies, meaning companies registered prior to the commencement of this Act, will have One year (up to July 2018) to file its register of directors and beneficial owners at the registered office.