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BELIZE LIMITED LIABILITY COMPANY (LLC)

OVERVIEW

As per Belize’s International Limited Liability Companies Act from late 2011, conceptually, a Belize Limited Liability Company or an LLC is a hybrid between two familiar business structures: namely, a corporation and a partnership. An LLC combines the best of both structures by offering the advantages of both a corporation and a partnership without the disadvantages of either form.

BELIZE LLC & IBC DIFFERENCES
The difference between IBC and LLC is relatively small, nonetheless can have serious implications.
» IBC’s have shareholder ownership, and a director (or directors).
» LLC’s have member ownership, and the control is assumed by manager (or managers). In other words, LLC does not issue shares, therefore does not have shareholders. Its owners are known as members.

BELIZE LLC ADVANTAGES
The following list of benefits specifically pertains to Belize LLCs:
» Exempt from all local taxes
» Excellent asset protection. It is far more difficult and expensive for creditors to penetrate offshore jurisdiction and as such, the creditor may be deterred for even filing the lawsuit.
» Information about members, managers and beneficial owners is not filed with the Belize Registrar and not available to the public.
» The freedom and asset protection one receives in an offshore LLC is much greater than that which would be received in your home jurisdiction such as U.S., UK or Germany.
» Significantly less red tape to deal with
» Trouble free maintenance, low annual fees
» No reporting, account filing or audit requirements
» No exchange controls

LEGAL SYSTEM
Belize Legal System is based on English common law with local modifications
Company Law: The Belize International Limited Liability Companies Act, 2011.

CORPORATE NAME
» The company name must include the abbreviations LLC or L.L.C. , or words “limited liability company”
» Cannot contain the words “Bank”, “Trust“, “Assurance” or “Insurance”
» Cannot suggest a connection with any organization related to the Government of Belize
» Must be unique, i.e. cannot be the same or similar to existing LLC name in Belize LLC Registry. Since this is a relatively young registry, there are still plenty of names available.
» LLC name can be written in any language.

REGISTERED OFFICE ADDRESS AND REGISTERED AGENT
The company must have a registered agent in Belize. A registered office address is also required.

STRUCTURE
» Members and managers may be individuals or legal entities of any nationality and residence.
» At least one member and one manager are required.
» Nominee service is permitted and can be provided by NTL upon request.

PRIVACY & DATA PROTECTION
» There is no public register of LLCs nor public information on Managers or Members.
» The Articles of Organization is the sole document filed with the Belize Registrar and does not include any information about LLC’s members, managers and beneficial owners. The Belize registered agent, office address and name of the company is the only included information.
» Any court proceedings involving offshore companies are held in camera (in private before a judge, not in a normal public courtroom).
» Nominee members are available for extra privacy.

OPERATION
» There is no requirement for typical legal formalities such as meetings or minute books.
» The easily amended operating agreements permit substantial flexibility with enforceability of contract, allowing for; mergers or consolidation with other domestic or foreign business entities.

PURPOSES & RESTRICTIONS
Belize LLC may be organized for any lawful business purposes. There are no restrictions on doing business outside of Belize except illegal activities or such activities that require additional licenses.
Company should not conduct banking, trust, insurance, mutual fund business unless it was properly licensed.
Company should not conduct a business within the jurisdiction of Belize and own real estate there.

BELIZE LLC AUTHORIZED CAPITAL
Standard Belize LLC Authorized Capital is US$10 000. However there are no minimum capital requirements as well as no maximum limit.

TAXES
Belize LLC’s are exempt from taxes, duties and exchange control in Belize. The only exception is that transfer of property situated in Belize, including any shares in a local company, is subject to stamp duty.

ACCOUNTING & AUDIT REQUIREMENTS
LLC must keep financial statements, which management considers to be necessary to reflect the company’s financial condition.
The company must keep:
» all minutes of meetings of directors, members, committees of directors, committees of officers, committees of members; » copies of all resolutions of the directors, members, committees of directors, committees of officers, committees of members;
Reporting documents and minutes must be kept at the registered office of the company or any other place.
The penalty levied on the company for violation of these requirements is $ 25 per day. If director deliberately violates these rules – he is also levied $ 25 per day.
» Audit is not required.

REQUIRED DOCUMENTS
» Completed Order Form and KYC form;
Each Beneficial Owner, Member and Manager must provide the following documents to complete LLC incorporation:
» A certified copy of passport or another acceptable ID document;
» A copy or original of a document proving address, such as a utility bill or bank statement;
» A copy or original of a reference letter or bank statement.

CORPORATE SEAL
Belize LLC corporate seal is not required.

TERMS OF INCORPORATION
Registration takes about 7 business days on average. Add 1 extra working day if you require an Apostille.
Our office always has a convenient supply of shelf companies ready for immediate transfer.

DOCUMENTS WHICH YOU RECEIVE AFTER INCORPORATION
» Certifitate of Organisation
» Articles of Organisation
» Assignment of Organization Rights
» Operating Agreement
» Appointment of the First Manager(s)
» Ownership Certificate
» Registers of Managers, Members and Capital Contributions

ANNUAL RENEWAL
Belize LLC has to be renewed every year on the anniversary date of the incorporation. Annual Fees include government fees, registered agent fee and registered office fee, and are to be paid every twelve months thereafter.