Our Belize company formation agents describe the characteristics of the shelf company and why you should consider purchasing such a legal entity.
| Quick Facts | |
|---|---|
| Legal entities available for shelf company | Generally the International Business Company (IBC) |
|
Time required for purchasing the company |
Approximately 2 business days |
|
Types of features it includes (corporate bank account, VAT number, etc) |
Can include bank account (available for some aged companies) – ask our team for more details. |
| The advantages of a shelf company |
– quicker set up than the incorporation of a new company; – company name already approved,; – more credibility for clients through seniority. |
| Appointing new directors |
Yes, a new directorship is appointed when the transfer of ownership takes place. |
| Capital increase allowed |
It is possible to increase the capital after the purchase. |
| Certificate of no commercial activities |
Upon request |
| Modify the objects of activity (yes/no) |
Yes |
| Participants in the purchase procedure |
The buyer (natural or legal person), and the seller (the company offering the service). |
| The uses of a shelf company | International trading. Please check with out team for information on the conditions for IBC companies. |
| Documents necessary for the purchase |
Identification documents for the company’s new shareholders and directors, other documents as needed. |
| Taxes applied to a shelf company |
In addition to the purchase price, the new company owners will also need to pay the annual license fees imposed by the Belize authorities. |
| Changing the registered address (yes/no) |
Yes |
| Aged shelf company available (yes/no) |
Yes. Please check with our team to ensure that we currently provide aged companies (and see the age of the legal entities). |
| The institution where corporate changes are registered | The Belize Companies and Corporate Affairs Registry. |
Table of Contents
What is a shelf company in Belize?
The shelf company, or the ready-made company, is a business entity that has already been incorporated and that has not been involved in any business operations up to the time of the purchase.
Who can buy a shelf company in Belize?
There are no limitations on nationality or other conditions for those interested in purchasing a ready-made company in Belize.
Foreign and local entrepreneurs have the same rights to buy and fully own shelf companies.
What are the advantages of a shelf company in Belize?
The main advantage of the shelf company in Belize is that investors need not concern themselves with the Belize company registration process, and thus save time. The ready-made IBC has already been registered with the Belize authorities and has an original name, the investor not needing to come up with a new corporate name.
We summarize the main advantages of a shelf company in the list below:
- Quick business engagement: with a shelf company, investors can start trading and making business transactions almost immediately (more specifically, as soon as the transfer documents are submitted).
- Easy procedures: the company that offers the legal entities for sale has handled most of the procedures related to incorporation; this means that investors will not need to waste any time choosing an available name or seeing if it is already taken; of course, those investors who do need a certain trade name can choose to change it once the ownership is transferred to them.
- Credibility: as stated above, an important advantage of the shelf company is that it has accumulated longevity; most of these businesses are incorporated and left unused for years and this adds up to the company’s credibility in relation to other businesses and even banks or other financial institutions.
- Clean business history: the shelf company is a legal entity with no bad credit history and this is also an advantage for corporate loans or for obtaining investment capital.
The following video illustrates the process and the advantages of buying a shelf company:
How do you buy a shelf company in Belize?
Before signing the purchase agreement, it is important to have a clear image of the company’s history and receive information about the previous management as well as details about the requirements for the chosen business form.
In most cases, the company up for sale will be an IBC, a company that is exempt from tax in Belize and that has minimal accounting and reporting requirements; nevertheless, it is important to see how these managerial issues were handled in the past and to understand what your future attributions as a company director will be.
It is recommended to review the purchase agreement together with our team of Belize offshore company formation agents. When needed, you can also refer it to a lawyer who specializes in company law and can offer additional information about the transaction, especially in terms of the liabilities you will undertake as a company director and in terms of taxation in the country of origin (for international business owners).
Once the transfer is complete, you should secure all of the documents that confirm your ownership of the company.
A final and important step has to do with the transfer of the bank account. This is a stage during which you will want to make sure that you remain the single bank signatory for the corporate bank account. If the purchased company does not have an account, our team can help you sort this and open a bank account in Belize.
What should you check when buying a shelf company in Belize?
A key step for investors who buy a shelf company in Belize is to perform a thorough verification of the chosen legal entity. This is done in collaboration with our Belize company registration agents, who can point out any issues with the legal entity and who will check the most important areas of interest for the future business owner.
Some of the key areas to verify include the following:
- Legal status: was the company duly registered in Belize? Its registration documents will serve as proof thereof;
- Financial soundness: included here are the verifications on the company’s bank account and tax compliance. The Certificate of Good Standing can be requested from the Director General of the Belize Tax Service Department, and it includes important information on the company’s tax compliance.
- Operational integrity: previous activities (if any) are verified along with any assets of the company;
- Intellectual property: have any trademarks and/or domain names been associated with the already incorporated company? A verification performed by our team can reveal this.
Due diligence is an important phase in the acquisition of shelf companies in Belize, and we recommend performing this investigation with the help of a local team of experts.
How is a shelf company taxed?
A shelf company is a locally registered legal entity, meaning that it will be subject to the local tax and reporting requirements.
Because a ready-made company in Belize was, in principle, not used for trading or commercial activities, it has no credit history, and no business transaction history (such as purchases or sales). However, the annual return is required for companies in Belize, and it reflects the status of the company: active, pending strike-off, or struck-off.
A shelf company in Belize is an active company; therefore, it must have had all its annual return filings provided for in due time and according to law.
Companies in Belize are subject to a business tax of varying degrees. At the same time, the Income and Business Tax Act allows for significant exemptions.
Our Belize company formation agents list some of the applicable tax rates for companies other than IBC below:
- 3% on income from rents and other receipts from real property;
- 1.75% for insurance companies and businesses in the “other trade and business” category;
- 15% on gross earnings from casinos and gaming establishments.
We can also provide solutions for fiscal compliance through our accountants in Belize.
Can I change the company’s particulars?
Yes. Buying a shelf company in Belize does not mean that you must limit your activities to fit the initial profile of the purchased existing company.
Changes to existing companies can be common and, in fact, any change to a company’s particulars is reported to the authorities, irrespective of its business form.
You may choose to change the following once you decide to buy a ready-made company in Belize:
- The company’s name: if available for use, you may change the legal entity’s registered name. Please keep in mind that the trade name (registered with the Belizean authorities) can differ from your brand name (should you choose to create a brand and market your business under a different name altogether);
- Ownership structures: this changes automatically when the company is bought, as it will reflect the name(s) of the new owner(s). You may add new shareholders and/or directors once the transfer is complete, as suitable to your business goals;
- The object of activity: you can change the industry in which the business operates (its object or purpose of activity, as highlighted in the company’s constitutive documents);
- Others: the authorized capital for the company can also be changed.
Do I need special licenses for the shelf company in Belize?
This depends on the industry in which the company will activate. International Business Companies are not required to apply for special permits and licenses, as their activities will be conducted with clients and customers outside of Belize (as previously mentioned).
A company that offers services in Belize, to Belizean clients and/or companies, may have to apply for certain licensed activities. Examples include:
- Tour operators, with a license issued by the Belize Tourism Board;
- Fishing license, for companies that engage in commercial fishing (conditions also apply to the vessel);
- Import permits, such as those that may be required by the Belize Agricultural Health Authority.
Contact us for more information about special Belize shelf-company packages and more details on the advantages of opening an offshore company in Belize.