BELIZE

BELIZE LIMITED LIABILITY COMPANY (LLC)

 

Introduction

An LLC is a business entity that protects its members against corporate liabilities and offers other advantages. Belize adopted the International Limited Liability Act in 2011 to facilitate the formation of a corporate vehicle designed to provide flexible management and superior protection for its members. 

 

To enter a new era of adaptability, flexibility, and modernisation, the International Limited Liability Companies Act was officially amended on July 21, 2023, renaming it as the Limited Liability Companies Act. These amendments have significantly changed the tax structure, compliance requirements, and administrative framework, as described below. 

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Belize Background

 

Belize was a British colony before its independence. Belize achieved independence on September 21, 1981. It is located on the northeast coast of Central America and is the only country within the region where English is the official language. The legal system is based on English common law. Its land area is approximately 12,240 square miles (31,900 square kilometres), with a population of approximately 370,000. The city of Belmopan is its capital. 

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LLC Benefits

• Ease of formation by anyone, regardless of nationality. 

• Affordable government fees.

• Modern asset protection and best-in-class privacy measures. 

• Formation can be completed within five working days. 

• One sole member is required. 

• No minimum share capital is required. ​

 

Uses of an LLC

• Asset protection 

• Holding company 

• Holding of assets 

• International trade 

• Opening of securities trading accounts 

• Owning real estate. 

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Significant Changes

The amendments made in 2023 represent a significant step towards aligning corporate laws with contemporary business conditions. 

 

Existing LLCs are required to transition to the new regime, which includes the following obligations: 

• Paying taxes and filing annual tax returns. 

• Complying with the Economic Substance Act. 

• Obtaining a TIN (Tax Identification Number). 

 

The regulation granted a grandfathered period for all LLCs incorporated on or before 31 December 2022 to be tax exempted until 31 December 2023 to comply with the above. 

 

On the other hand, the amendments have also lifted certain restrictions on LLCs in Belize, allowing them to: 

• Be established by both residents and non-residents. 

• Own real estate in Belize. 

• Own shares and other securities in local Belizean businesses. 

• Engage in trade with Belizean residents. 

• Enjoy the freedom to conduct trade within Belize. 

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Requirements for the formation of an LLC

• Must retain a Registered Agent and Registered Office in Belize. 

• Must appoint a manager. 

• Must have a minimum of one member. 

• The name must meet the following criteria: 

  • Not containing prohibited names (e.g., Royal), and 

  • Not infringing on an existing company name. 

• Due diligence of the member and manager. 

• Filing annual tax returns. 

• Economic substance: fulfil the compliance duties or economic substance test for each relevant company activity. 

• Requirement of TIN. 

• Accounting records are required. 

 

Conclusion 

One significant benefit of an LLC lies in its strong wealth protection and flexibility. Belize laws provide extensive safeguards for LLCs, preventing their assets from being used to satisfy the debts of individual members. Furthermore, the members of an LLC will still retain their ability to participate in decision-making regarding management-related tasks within the company. This includes entering contracts and establishing bank and investment accounts. 

 

In addition, an LLC is one of the most common business structures used for holding purposes, asset protection, and international trading. 

 

If you need more information, please get in touch with us at Contact@viss.com.hk.