2023: Belize Updated Legal Framework for Businesses

In response to evolving financial landscapes, Belize has implemented substantial changes through the Accounting Records (Maintenance) (Amendment) Act, 2023, and the Belize Companies Act (Amendments) 2023. The storage of all accounting records at the offices in Belize of the Registered Agent has become the focal point, emphasizing comprehensive documentation of financial transactions. A stringent deadline and penalties underscore the urgency of compliance. Simultaneously, amendments to the Belize Companies Act introduce obligations related to beneficial owners, nominee directors, and shareholders, along with a deadline for the re-registration of former International Business Companies. This article provides a comprehensive overview of these legislative shifts, offering valuable insights and recommended actions for entities navigating these regulatory changes in Belize.

In terms of accounting maintenance, the Accounting Records (Maintenance) (Amendment) Act No.39 of 2023 has been marked by noteworthy changes. This significant amendment was initiated in 2020 but officially came into force on August 28, 2023. Under this amendment, the Government of Belize mandates that all accounting records be maintained at the offices in Belize of the Registered Agent, reflecting a substantial shift in regulatory practices.

Specifically, and based on the legislation, accounting records include financial statements, subsidiary and general ledgers, sales slips, contracts and invoices, records and documentation that may be based on the assets and liabilities of an economic entity.

Additionally, they include all money received and spent, all sales and purchases, mostly, all financial transactions are also included.

It is important to mention that with the above material the company must be presented clearly and accurately. In other words, the accounting records kept should be sufficient and show all the transactions of the company.

For this process there is a deadline where accounting records must be submitted for retention in Belize by December 31, 2023, otherwise it will result in a penalty of up to BZ$100,000. Kindly be aware that the Registered Agent in Belize is obligated to promptly notify the Competent Authority in Belize of any instances where obtaining accounting records is delayed and is required to cease services to entities failing to comply.

Regarding record retention, entities must furnish accounting records spanning the last five years. For this purpose, APOLLO Information Systems, a worldly acclaimed watchdog, vigilant of cybersecurity threats, has implemented an online portal dedicated to the meticulous upkeep of accounting records. It is imperative that you ensure proper registration on the system and adhere to the timely upload of accounting records onto the portal.

Note that, effective from 2024, an additional fee for accounting records maintenance will be imposed. The precise amount of this fee will be communicated to you shortly.

The amendments that have affected the Belize Companies Act 2022 are constrained to the following areas:

Registry of Beneficial Owners

All companies are now mandated to submit a duplicate copy of their register of beneficial owners to their registered agent. This requirement supplements the existing obligation to file registers of members and directors. Subsequently, the information pertaining to beneficial owners is to be transmitted to the Registry through the online Business Registry System (OBRS) portal. The law does not specify a particular deadline for compliance; however, submission is required during re-registration, renewal, or any filing conducted through the OBRS.

Recommended Course of Action: Thoroughly review the particulars of beneficial owners associated with your Belize companies and promptly notify the Registrarof any alterations in this information.

Nominee Directors and Nominee Shareholders

Obligations have been placed upon nominee directors and nominee shareholders to submit declarations through their registered agents to the Registrar, affirming their status as “nominee” and disclosing the identity of the nominator within a 30-day timeframe from assuming the “nominee” position. The recent legislative amendments introduce the definition of a “Nominee Director” as an individual appointed to a Board of Directors by another individual or entity to act on their behalf. Furthermore, the cessation of a nominee director’s or nominee shareholder’s position necessitates the submission of a declaration to the Registrar within thirty (30) days.

At present, there is an absence of comprehensive guidance on a transitional period for existing companies or sample declarations provided by the Regulator regarding this new requirement. Further clarifications will be disseminated upon their availability.

Prescribed Course of Action: Nominee Directors and Nominee Shareholders of Belize companies are advised to formalize written declarations specifying (a) their “nominee” status and (b) particulars of the nominator/ultimate beneficial owner.

Re-registration of Former International Business Companies

It is crucial to underscore that the re-registration of former International Business Companies under The Belize Companies Act, 2022, must be finalized by the 28th of November 2023. Companies neglecting to undergo re-registration within the confines of the Online Business Registry System (OBRS) by this stipulated deadline will be expunged from the Companies Register.

Prescribed Course of Action: In instances where your Belize company has yet to undergo re-registration and lacks a first-time registration number, prompt communication with the Registrar is strongly recommended for guidance on the required steps for re-registration.

A timely reminder is warranted that under the Belize Companies Act 2022, any submissions made to the Registrar concerning alterations in company structures, encompassing director, member, or beneficial owner changes, are subject to fees levied by the Registrar. Detailed information on the relevant fees will be accessible in our upcoming revised price list. For further information, please contact Maria Erotokritou, Corporate Lawyer, at Eurofast office in Cyprus at nicosia@eurofast.eu

Erotokritou Maria Eurofast

Maria Erotokritou
Corporate Lawyer
Eurofast Nicosia