The International Business Company is the business form chosen by foreign investors who are interested in Belize offshore company formation. While entrepreneurs can choose to open a new company, they can also buy 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.
Our Belize company formation agents describe the characteristics of the shelf company and why you should consider purchasing such a legal entity.
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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.
| 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. |
Moreover, a shelf company is also referred to as an aged company precisely because it has been incorporated for some time, although it hasn’t been used for business activities. This can provide another important advantage, especially because the IBC has more credibility and respectability.
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 fact that the company has been in business for several years can be important and it can be a real advantage, depending on the business field in which the company operates. Entering into business agreements, signing contracts with manufacturers and distributors can be easier when the company has longevity. This is a key factor in the business image and many investors can use this to their advantage when deciding to open a company in Belize.
The following video illustrates the process and the advantages of buying a shelf company:
If you want to buy a company and move to Belize, you can find out more about the relocation from our immigration specialists.
How to purchase a ready-made company in Belize
Investors who do not wish to go through the process needed to open a company in Belize can buy a ready-made company with the help of our experts. There are many companies that provide shelf company services in Belize and due diligence is recommended when deciding to purchase a company. Some of these companies are offered a certificate of non-trading, a document that confirms that fact that they have not been used for any business activities and that they have no debts or liabilities.
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.
Shelf company due diligence
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 verification 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.
Shelf company management in Belize
The shelf company can be managed by the beneficial owner, the investor who performs the purchase, or by a nominee director. There are a number of important issues to consider when selecting a nominee director service, starting with the fact that his involvement in the company purchase procedure should commence from the very beginning. The fact that the nominee’s name appears in the company documents will allow for a full level of confidentiality.
Investors can discuss more about the nominee director and nominee shareholder services with one of our agents. These services are recommended for those investors who do not wish to make public the fact that they are involved in business operations in Belize. The management of the purchased shelf company will take place as per a nominee director statement and a power of attorney concluded during the early stages of the shelf company purchase process.
Our agents who specialize in Belize company formation can help you purchase a company with a unique name, that has been registered and has a final configuration. Furthermore, we can help you apply for the needed special permits and licenses, as some business activities in Belize are regulated.
The choice between a shelf company and a new company can be made according to the specific business goals and the urgency for beginning the commercial transactions. When investors are in no hurry, they can open a company in Belize and decide upon all of its characteristics: the business name, the registered address and registered agent and other details.
The main benefit of a shelf company is that, even in a jurisdiction such as Belize, where the company formation process is fast, it saves time and can, therefore, be advantageous for investors.
General company taxation and compliance in Belize
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.
Investors who buy a shelf company in Belize will be liable for tax compliance once the business ownership transfer is complete. Penalties apply for late or non-filing as well as for late or non-payment. Taxpayers who fail to return a file are subject to a fine and, in some cases, even imprisonment. Our lawyers in Belize can give you more information about the tax and reporting laws and regulations.
Please keep in mind that the requirements for locally registered companies and those for International Business Companies are different. Our team can give you complete information about the rules that will apply in your case once the shelf company purchase is complete.
We can also provide solutions for fiscal compliance through our accountants in Belize.
Other solutions offered by our local experts
Entrepreneurs who make a substantial investment in the country can be eligible for temporary residency in Belize. Our team can give you more information about the general conditions, the documents you need for temporary residence, and how you can apply for permanent residence once you have been in Belize for at least one year (and also comply with the other requirements).
Those who are interested in permanent residency may do so with the final purpose of immigrating to Belize. If this is your goal our team can give you more information about the minimum stay in the country before you can become a permanent resident, the conditions for remaining financially stable during your stay, as well as your options when it comes to citizenship.
The final step is that for acquiring Belizean citizenship, which is available to those who have held the status of permanent resident for at least five years. During this time, they did not leave the country for more than thirty consecutive days in most cases. Other routes for acquiring citizenship are possible, such as marriage to a Belizean national, or descent (albeit, only available to certain individuals).
Our local team of attorneys in Belize can answer any questions about corporate acquisitions, mergers, and other relevant aspects of business and commercial law. We offer legal counsel and legal representation in court and our areas of practice include corporate and business law, employment law, debt collection, intellectual property law and more. Reach out to us for more information.
Contact us for more information about special Belize shelf-company packages and more details on the advantages of opening an offshore company in Belize.