Limited Liability Company
Belize is a Central American country known for its English-speaking ability, and robust offshore environment.
The Limited Liability Companies Act was enacted in 2011, and amended in 2023. LLCs are similar to IBCs except they have membership interest, rather than shareholder stock, having both the advantages of a partnership and the advantages of a corporation, being a more flexible structure than the latter.
An LLC requires minimal corporate formation requirements. They may be incorporated as a single-member LLCs, and there are no company structure requirements for its management, nor are there provisions for company meetings, directors, secretary, or capital. Its operating agreement may be arranged by its members according to their needs.
Belize LLCs do not face any relevant reporting requirements. Setup costs and ongoing government fees are low.
An LLC is suitable for protecting liquid assets like cash, or securities, bonds or other investments.
Legal
Country code – BZ
Legal Basis – Common law
Legal framework – Limited Liability Companies Act 2023
Company form – Limited Liability Company (LLC)
Liability - The liability of the members is limited to the amount of their capital contributions.
Economic Substance – LLCs carrying on the following activities only are required to be directed and managed from within Belize, have adequate physical premises and adequate number of employees in Belize, and conduct its core-income generating activities from within Belize.
- banking i.e. banking business
- insurance i.e. insurer
- finance and leasing i.e. business of providing financing or leasing of assets
- fund management i.e. management of collective investment schemes
- distribution and service center business i.e. reselling goods to affiliated companies or providing services to affiliated companies. Affiliated company is defined as a company which is part of the same group (e.g. parent-subsidiary, sister entity with common parent company, etc).
- headquartering i.e. providing management services to affiliated companies
- intellectual-property business i.e. holding and exploiting IP assets, generating identifiable revenue from such assets. Please note that the provision of services for developing IP assets or holding or using IP assets for ordinary commercial or service business is not considered an intellectual property business. IP businesses are those that generate separate and identifiable revenue from IP assets (e.g. patent licensing).
- shipping i.e. transportation by sea of persons, animals, goods or mail, the renting or chartering of ships for such transportation, management of ship crew, sale of travel tickets, the use, maintenance or rental of containers, including trailers and other vehicles or equipment for the transport of containers, used for the transport of anything by sea
- and pure equity holding company, companies that only own equity interests in other companies, and only earn dividends and capital gains (subject to a limited economic substance test, where the company does not need to be directed and managed from within Belize, or conduct its core income-generating activities in Belize)
Capital – There is no minimum capital required, and it may be in a nonpaid up basis.
Members – An LLC may be formed by one or more members who may be residents or non-residents and natural persons or corporations. Details of members are not publicly disclosed.
Manager – At least one manager must be appointed by the members, who may be a member or a third party, natural or legal person and non-resident. Details are not available to the public.
Secretary – The company may appoint a secretary, but it is not mandatory.
Registered Address – A company shall appoint a licensed registered agent and shall have a registered address and office in Belize.
General Meeting – There is no statutory requirement for any formal meetings of members, and these can be held anywhere.
Electronic Signature – Permitted.
Re-domiciliation – Inward and outward re-domiciliation is allowed.
Compliance – LLCs must maintain its accounting records at their registered office in Belize or otherwise, at the offices of its registered agent. "Accounting Records" is defined under the Accounting Records (Maintenance) Act, 2023 as: financial statements, general and subsidiary ledgers, sales slips, contracts and invoices, and records and documentation relating to 1) all entity's assets and liabilities, 2) all sums of money received and expended and the matters in respect of which the receipt and expenditure take place, 3) all sales and purchases, and 4) all financial transactions.
There is no requirement to file an annual return, financial statements nor a tax return for companies that are not doing business within Belize.
- Members not disclosed
- Members not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum members
- - Minimum registered capital
- - Minimum paid up capital
- USDAny Capital currency
- 100% Foreign-ownership allowed
- 2018 AEOI
Taxes
Corporate income tax – The International Limited Liability Companies Act (ILLCA) provided for a tax exemption for International LLCs, as long as the LLC did not have operations in Belize.
An entity that is fiscally transparent with respect to its income and receipts under the Income and Business Tax Act so that the income and receipts of the limited liability company–
(a) in the case of a single member limited liability company are taxed as the income and receipts of the single member as a sole proprietorship; and,
(b) in the case of a limited liability company with two or more members, are taxed as the income and receipts of the members as an ordinary partnership unless the LLC elects to be taxed as a company.
1.75% tax of the chargeable revenue amounting to a sum greater than BZD 3 million, or 3% of the chargeable income amounting to a sum lesser than BZD 3 million. Note that tax is applied to gross revenue (deductible expenses do not apply).
Certain activities and classes of income are subject to different rates - namely, Tour Operators (6%), Travel Agents (6%), Commissioners (5% to 15%), Telecommunication Services (19%), Real Estate Businesses (19%), Building Contractors (6%), Gambling (8% - 15%), Financial Institutions (19%), Radio, TV, Newspaper (0.75%), Dividends, Interest (5%), Service Stations (Fuel sales) (0.75%).
Companies engaged in the petroleum/oil sector are subject to 25% corporate tax. All other businesses are subject to Business Tax (above).
Belize domestic companies are required to submit periodic tax returns and pay taxes if they are not tax residents outside of Belize (which should be proven in the form of tax return/tax residence certificate from an overseas country).
Other taxes - Belize levies a real property tax of 12.5% of the annual rental value for an occupied property, and a 2% tax on the annual rental value for unoccupied properties. Property tax may not exceed 2% of the market value of the property. There is a land tax of 1% for unimproved lands.
There is a stamp duty on the transfer of assets, rates depend on the asset class. Purchase of real property is subject to a 10% stamp duty.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- - Offshore Income Tax Rate
- - Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 0 Losses carryforward (years)
- 3.18% Social Security Employee
- 5.35% Social Security Employer
- 25% Personal Income Tax Rate
- 12.5% VAT Rate
- 30 Tax Treaties
Country details
Belize, formerly British Honduras, is a CARICOM and SICA member. Located in the northeastern corner of Central America, bordering to the north with Mexico and to the south and the west with Guatemala. The capital is the city of Belmopan and the most populated city is Belize City, which has the main port of the country.
Although is the only Central American country with English as the official language, it is just over 380,000 inhabitants speak predominantly Spanish and Creole. Its currency is the Belize Dollar (BZD), which is currently pegged to the US$ (2:1), but most commercial establishments accept US dollars.
Belize is a constitutional monarchy with a parliamentary system of government. The Head of State is King Charles III, who is represented in the country by the Governor General.
The executive power is headed by a Prime Minister, who heads the Cabinet of 13 ministers, plus 5 deputy ministers, who represent the majority political force of the Belizean Parliament.
The legislative power is bicameral, composed of a House of Representatives of 31 members democratically elected for a period of five years and a Senate of 12 members appointed by the Governor General from proposals of the Prime Minister, the leader of the opposition and of Various religious, economic and social institutions.
The Belizean economy is the smallest in the Central American region, but it is the third largest in GDP per capita, only after Panama and Costa Rica.
Belize has an economy based primarily on agriculture and services. Domestic industry is limited, constrained by relatively high-cost labor and energy, and a small domestic market.
Tourism attracts the most foreign direct investment although significant foreign investment is also found in the energy, telecommunications, and agricultural sectors. The stability of the currency is one of the attractions for foreign investment.
Belize's exports of goods and services account for over half of its GDP. The export products mainly consist of seafood such as shrimp, followed by sugar, citrus products, bananas and small manufactures.
Its Barrier Reef (longest in the Western Hemisphere), 127 islands, excellent fishing, safe waters for boating, scuba diving, and snorkeling, abundant jungle flora and fauna, and numerous Mayan ruins has bolstered tourism and ecotourism industry.
Belize is a well-known offshore jurisdiction for its privacy policies, tax advantages for non-residents and its full tax exemption for its domiciled International Companies. Although its banking sector is not as large as other offshore financial centers, it is gaining popularity in recent years.