Company Administration

 

The Administration (directorship and daily operations) of the Belize IBC companies can be carried out in two primary options:

 

Option 1:Company directed by the owner. As the beneficial owner of the company, you can be appointed as the Company Director for your IBC. Although this appointment is not directly registered on the public file in the Registrar of Companies, this information and the relevant resolutions must be held by the Registered Agent (Berkeley) in the registered office of the company. The particulars of the Company Director will also show up in some of the main documents of the Company.

 

Option 2:Company directed by an appointed director (Nominee).In this case the directorship of the company is assumed by a professional third-party director which is commonly known as "Nominee Director". The Nominee service can be provided by the Registered Agent (Berkeley) and the owner of the company may also nominate anyone else to be appointed as the Company Director.

 

Consideration

 

If the Company owner also acts as a Director, there are two clear advantages:

 

  1. the company maintenance costs are kept to the minimum;
  2. the company structure remains simple and straightforward

 

However, there is a distinct disadvantage which is the owner, who acts as the Director of his own IBC Company, must indicate this in his annual tax filing in the country where he actually resides. This is because in many high-tax countries a foreign (offshore) company may become liable to register for local taxation if it is "managed and controlled" within that country, regardless of the fact that the company itself is foreign-registered. The place of management and control for tax purposes is usually determined as the place where the Directors reside or in some cases where management takes place.

 

Directorship

 

On the most basic level, the appointed third-party Director does not get actively involved into the regular affairs of the IBC - he merely fills the position. This is most accurately described by the term "nominee" director. In this case, the client (the owner of the IBC Company) actively and personally transacts the daily business of the company. To do so, he may be appointed as "representative" or "agent" of his own company, by means of a special Resolution or a Power of Attorney. By this layout, the client himself would sign all business correspondence, contractual documents, raise invoices and would operate company bank accounts by his own signature, as if he were a director. The involvement of the Nominee Director in such case would remain merely formal, for which a relatively small and fixed annual "administration fee" would be charged.

 

In certain business situations such layout may be acceptable, regardless of the fact that the active management by the client greatly reduces his degree of confidentiality. However, this may also lead to questions about the management and control of the company being vested not in the Director, but rather in the representative (i.e. the owner), with the following adverse personal tax implications for the latter.

 

Shareholding

 

The Belize IBC Act allows a Belize IBCto issue shares to a bearer. While this service is used the bearer shares are immobilized and this method has its drawbacks. For instance, bearer-share companies are very often not accepted by banks for new account openings.

 

Trustees

 

Berkeley Corporate Services Ltd. offers Trustee services and the formation of different types of trust that will fit your requirements.

 

Please contact us if you need more information Company Administration and related services