The Government of Belize has announced the enactment of the new and eagerly awaited Belize Companies Act, 2022.  In what is being described by practitioners as a major boost to the Belize Financial Services Industry, the Act streamlines, clarifies, and improves the administration of the affairs of Belize companies.  In announcing the new legislation, the Belize Financial Services Commission commented that with the coming into force of the Act, Belize will firmly place itself among the peer jurisdictions. The Commission further noted that the new law will boost investor confidence and cultivate a culture of certainty, modernity, and innovation.  Key features of the Act include simplified provisions for digital processes such as virtual meetings and digital registration of members.  The Act also provides various value-added and best practices features such as the removal of statutory limits on the number of shareholders, the strengthening of minority shareholders’ rights, and the streamlining of liquidation proceedings. 

The United Kingdom Launches a Public Register of Beneficial owners and controllers The Register of Overseas Entities, created under the Economic Crime (Transparency and Enforcement) Act 2022 was launched on 1st August 2022. The Act intends to introduce a mandatory register of overseas entities that hold real estate in the United Kingdom to be maintained by the Companies House. The UK Government in describing the rational for new legislation stated that the new register “will require anonymous foreign owners of UK property to reveal their real identities to ensure Criminals cannot hide behind secretive chains of shell companies, setting a global standard for transparency.” The Act requires that Overseas entities holding real estate in the United Kingdom since January 1999 in English and Wales and since December 2014 in Scotland will have to register by 31 January 2023. For property held prior to January 1999 registration will be required to enable a transfer of title to take place. Failure to comply with the registration will result in sanctions such as restrictions being placed on the title that will prohibit that entity from selling, leasing or mortgaging the land and/or criminal sanctions for the entity and its officers, with daily fines of up to £ 2,500 and prison sentences of up to five years. Review of existing overseas entity property structures should be prioritized to ensure that the reporting obligations of the entity is met.

The Belize Companies Act 2022 was passed into law on August 5, 2022. Here are some of the key provisions of the Act that impose new requirements you will want to pay particular attention to. RE-REGISTRATION IS REQUIRED FOR CERTAIN COMPANIES Companies formed under the International Business Companies Act Cap 270 and the Companies Act Cap 250 must register under the new Act. Furthermore, all companies that are registered as Overseas Companies doing business in Belize will be converted to Foreign Companies and must be re-registered under the new Act. SUBMISSION OF ANNUAL RETURNS FOR FOREIGN COMPANIES UNDER THE NEW ACT The new Belize Companies Act 2022 requires that Foreign Companies Doing Business in Belize must file Annual Returns made up to 31 December of the previous year, with a filing deadline of 30 June or earlier. The Annual Returns must be filled out on an approved form. They must also be verified by a director or the Registered Agent of the Foreign Company. NEW REQUIREMENTS WHERE FINANCIAL RECORDS ARE KEPT OUTSIDE OF BELIZE If the financial records of a company are kept outside of Belize, the new Act requires that certain documents be maintained at the Registered Office in Belize. The required documents include the following:

With the anticipated launch of the Online Business Registry System (OBRS), do you have a Licensed Registered Agent? The Belize Companies and Corporate Affairs Registry (BCCAR) is expected to implement their new digital transformation of company registration, the Online Business Registry System (OBRS) in December 2022.  This system boasts to be a secure web-based solution that facilitates all functions of BCCAR, integration capability with other “starting a business” entities and a modular system to allow for future growth. Some of its key features are online registration of all business entities, post-registration services, electronic filling. With the launch of this eagerly anticipated best-in-class online registry, all the companies incorporated under the Companies Act, Cap 250 and the International Business Act, Cap 270 will need to be re-registered.  Companies that have been registered as overseas companies under Cap. 250 will have to be re-registered as a Foreign Company.  Once registered companies will be issued a new unique 9-digit company number and a verified E-certificate.  Businesses with a Licensed Registered Agent in Belize will be in a better position to comply with the new legal reporting obligations and re-registration process.