Belize LDC Formation

 

The Belize International Business Companies Act (IBC Act) allows for the formation of a "limited duration company (LDC)" entity. The Belize LDC is a pass-through company which means there is no tax at the company-level. These entities have similar characteristics as the limited liability companies (LLCs) in the United States, the GmbH in Germany and "Limitada" in Latin America. Like an LLC, they are governed by their internal operating agreements rather than by-laws that are used by corporations.


Essentially, an LDC is an LLC with a slightly different name and whereas an LLC in some jurisdictions has a 30 year life, an LDC has an duration of 50 years or less. LDC will state in its memorandum of association a provision which limits the duration of the company up to a maximum of fifty years from the date of its first registration. The life of the company is renewable or can be re-filed at the end of this period. The name of the company will need to include at its end "Limited Duration Company" or the corresponding three-letter abbreviation.An existing company can also be converted to an LDC.

 

Benefit

 

One of the main advantage of a Belize LDC , as compared to the Belize IBC, is the asset protection characteristic in which the articles of association can be written so that it prohibit the transfer of any share or other interest of a member of the company absolutely, or may provide that the transfer of any share or other interest of a member requires either the unanimous resolution of all the members or a resolution passed by such proportion of the members as the articles of association may specify.

 

Similar to a United States LLC, the Belize LDC act provides that the articles may state that the business of the entity can either be managed by its members, or by some person designated as manager with such rights, powers and duties as may be specified in the LDC articles of association. This allows the company to exempt itself from the requirement of having a board of directors under section 47 of the Act

 

The act also allows provides that a person ceases to be a member of the company upon the happening of any one or more of the events specified in the articles of association. They may further provide that the rights of such former members shall be limited to an entitlement to receive such value for their shares in the company, as may be determined by the articles of association. This means that if you are the manager of an LDC, you may elect to pay off one of the members and remove him from the company if he or she is impeding your business.

 

Lastly, the act provides for the articles of association to allow authorized share capital of the company to be divided into various classes of shares carrying either limited or unlimited liability.

 

Summary Features of a Belize LDC

 

Anonymity

No information will be disclosed to the Companies Registry except that it exists the location of its registered office and the identity of the resident agent.
No information will be disclosed by the Registered Agent without the written instruction of the company owner(s).

Paid Up Capital Requirement

No minimum paid up capital is required and capital can be in any currency.  Annual renewal fee charged is dependent on the capital of the company

Accounting Requirement

No requirement for any filing of Financial Statements or records required, however, if these are prepared they can be kept anywhere as per the director(s) discretion

Taxation

None

Time to Form

Incorporate within 48 hours

Minimum Members

A minimum of 1 member is required and details of members(s) will not be made available on the public file

Minimum Director

No Director is required;
Exemption from of having Board of Director(s)

Meetings

Governed by internal operating agreement

Fillings

Limited filing to be done at the IBC Registry

Company Life

Duration of 50 years or less

 

Please contact us if you need more information on Belize LDC and related services.