Belize International Business Company Maintenance Guideline Notes
1. THE
BELIZE IBC AND MAINTENANCE OF CORPORATE RECORDS
1.1.
Memorandum and Articles of Association ("M&A")
Kaizen or its associated agent will issue and provide an original and one copy of the M&A, both
have been stamped and sealed by the IBC Registry of Belize. The Registered
Agent and the Registrar of Companies in Belize shall retain a copy.
Any amendments to the M&A may be passed by resolution of the director(s)
or shareholder(s) and must be filed with the Registrar of Companies in
Belize. Amendments are NOT effective until filed.
Kaizen will be pleased to assist with providing standard form amendments,
with filing amendments and with re-printing the M&A on request.
1.2. Minutes and Financial Records
An IBC is required to keep minutes of all meetings of directors, members,
committees of directors, committees of officers and committees of members.
Copies of all written resolutions consented to by the foregoing parties
must also be kept. An IBC must also keep such accounts and records as
the directors consider necessary or desirable to reflect the financial
position of the Company.
The books, records and minutes of the Company must be kept at the Registered
Office of the Company in Belize or at such other place as the directors
determine.
Any member of an IBC may, upon request, inspect the records of that company.
In the event of the directors refusing to allow such inspection, a member
has the right to apply to Court for an order to allow the inspection.
Kaizen can provide draft first directors’ minutes.
1.3. Share Certificates
Every member is entitled to a share certificate which must be signed by:
(i) two directors, (ii) two officers, (iii) one director and one officer,
or (iv) issued under the common seal of the company, with or without the
signature of any director or officer. We recommend that all certificates
be signed and sealed.
1.4. Bearer Shares
Where shares are to be issued to bearer in accordance with Articles of
Association, the following actions should be taken:
(i) Applications for the issue of shares, or instruments of transfer,
as the case may be, should clearly be completed by the insertion of the
word ‘Bearer’ as appropriate. Such documents should be signed
on the Bearer's behalf.
(ii) The Register of Members and the Register of Transfers should be completed
to note the issue of or transfer to/from bearer and the entry should be
signed or initialed by a director or officer of the Company. Please include
an address to which the Company can send notices to the Bearer Shareholder.
(iii) Bearer share certificates should be issued and signed in the manner
set out in 1.3 above. Bearer certificates should be kept in safe custody
at all times.
1.5. Company Seal
An IBC is required to have a common seal and an imprint thereof must be
kept at the Registered Office of the Company in Belize.
1.6. Register of Transfers, Directors and Secretaries
An IBC is not required by law to maintain these registers. However, they
are provided to assist in maintaining the records of the Company and it
is recommended that they be kept. If the directors determine to maintain
a Register of Directors, the original, or a copy thereof must be kept
at the Registered Office of the Company. Kaizen will be happy to assist with
forwarding any documents to the Registered Office in Belize on your behalf.
Kaizen offices will be pleased to assist with forwarding any documents to
the Registered Office in Belize on your behalf.
2. BELIZE
REGISTERED OFFICE AND AGENT SERVICES
2.1.
Registered Office and Agent
All IBC’s must have a Registered Agent and a Registered Office in
Belize. The Registered Agent for all companies incorporated by Kaizen is
Belize Bank Limited. The Registered Office is at 60 Market Square, Belize
City, Belize.
2.2. Authentication or Attestation
of Documents
Any document requiring authentication or attestation by an IBC may be
signed by a director, a secretary or by an authorised officer or agent
of the Company. The Registered Agent may verify the signature of any director,
officer or agent authenticating or attesting any document executed on
behalf of the Company. The Company will be bound by any document so verified
by the Registered Agent.
2.3. Records held at the
Registered Office
The Registered Office should, as a minimum, retain for every IBC, a copy
of its Certificate of Incorporation, a copy of the Memorandum and Articles,
any amendments theret;, an imprint of the common seal and the original
or copy of the Register of Members, if available.
Even if a company determines to maintain its corporate records outside
Belize, the Company must deliver a copy of the Register of Members to
Belize. Please ensure this is done either direct to the Registered Office
or through us, showing the first members and ALL subsequent changes. This
is your responsibility.
If an IBC determines by resolution of its directors to keep a Register
of Directors, a copy of this should also be kept at the Registered Office.
In practice, we recommend that a copy of the Subscriber’s appointment
of first directors and a copy of the Register of Directors should always
be kept at the Registered Office. Please return such documents duly completed
either to the Registered Office directly or through our office in Hong
Kong.
3. THE
INTERNATIONAL BUSINESS COMPANIES REGISTRY OF BELIZE
3.1. Company Documents
The Registry only maintains a copy of an IBC’s Certificate of Incorporation,
its Memorandum and Articles of Association and any amendments thereto.
The Registry will provide certified copies of these documents as may be
required and searches of company files may be made. Kaizen will be pleased
to assist with all such requests for certified copies of such documents
or searches.
3.2. Optional registration of documents
The registration of documents is not required by law but of interest to
the IBC to form part of the permanent IBC Registry record is entirely
at the discretion of the Company. Kaizen can assist with all optional registrations,
for which filing fees and service fees apply. Details of optional registrations
become public record and may be searched at the Registry. Kaizen will be
pleased to seek legal confirmation of documents lodged and search reports.
3.3. Certificates of Good Standing
Certificates of Good Standing for an IBC can be obtained upon application
to the Registrar of Companies. Kaizen is available to make applications on
behalf of clients.
3.4. Tax Exemption Certificates
Tax Exemption Certificates for an IBC, as may be required, can be obtained
upon application to the Registrar of Company, through the Registered Agent.
Kaizen is available to make applications on behalf of clients.
3.5. Annual Government Licence Fees and Registered Office/Agent
Fees
Every IBC must pay annual Government licence fees as follows:
Companies with Authorised Capital of US$50,000 or less:
USD500
Companies with shares of no par value US$750
Companies with Authorised Capital greater than US$50,000: US$1,500
4. PAYMENT
OF ANNUAL FEES
Kaizen will send
invoices by registered mail to the address it has on record covering Registered
Office and Agent fees and Government licence fees each year on January
1, detailing the due dates for licence fee payments. Please notify us
of any changes in correspondence address, telephone, fax numbers, or names
of responsible persons. Government penalties apply for late payment of
fees and companies are struck off for non payment. Please also record
details of payments.
4.1. All fees must be paid (in Belize) before July 31, each year.
If a Company fails to pay the license fee by this date, the license fee
increases by 10%.
If a Company fails to pay the license fee by October 31, the license fee
increases by 50%.
All companies which on December 31, remain on the Register without payment
of the current year license, will be struck off.
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