Belize rebuilt its company law in 2022. The Belize Companies Act, 2022 repealed and consolidated the former domestic Companies Act, the International Business Companies Act and the Protected Cell Company Act into a single companies regime administered by the Belize Companies and Corporate Affairs Registry (BCCAR), whose registrar is the Director General of the Financial Services Commission. Filing and searching run through the Online Business Registry System (OBRS).

The company registry in Belize

Two points of accuracy matter for anyone dating the reform. The Act was enacted on 31 July 2022, but commencement was staged by ministerial order: a first order brought parts of it into force on 28 July 2022, expressly excluding the repeals; a second order brought the remaining provisions, and therefore the single regime and the repeals, into force on 28 November 2022. The online registry system went live on the same November date.

The transition of former international business companies was not automatic. The regulator’s own enactment notice states that entities under the prior regimes would be transitioned to a Belizean company under the new Act and would be required to re-register, receiving a new nine-digit company number and an electronic certificate. The registry publishes a standing list of companies that have not re-registered, together with gazette supplements of struck and dissolved companies. Foreign companies registered under a repealed Act are deemed registered under the foreign company part of the new Act.

Self-registration through the online system requires a Belize social security identifier; any entity with a foreign participant must act through a licensed registered agent.

The ring-fenced offshore regime had already ended before the 2022 consolidation: the International Business Companies (Amendment) Act of 2018 states in its own long title that it acts to eliminate ring-fencing by extending the regime to Belize residents, removing the restrictions on international business companies and removing their exemptions from taxes and duties.

Business names remain a separate register. The Business Names Act was amended rather than repealed, to require filing through the online system, and a 2024 amendment reduced the validity of a certificate of registration from two years to one year, with annual renewal due by 30 June and a statutory form of detailed extract.

One operational note belongs on the record: BCCAR identified unauthorised access to documents held in the online registry system in August 2026, took the system offline and restored it within days, confirming that some application and information-service documents had been downloaded and flagging them in the system, while reporting no compromise of the database, servers or administrator accounts.

Legal forms that can be registered in Belize

The Companies Act 2022 provides five statutory company types:

  • Company limited by shares — liability capped at the unpaid amount on shares; the general trading and holding vehicle.
  • Company limited by guarantee not authorised to issue shares — members guarantee a fixed sum; clubs and non-profits.
  • Company limited by guarantee authorised to issue shares — the hybrid of the two.
  • Unlimited company not authorised to issue shares and unlimited company authorised to issue shares — members bear unlimited liability; used where disclosure relief or asset-holding flexibility is wanted.

Alongside these the Act provides for special structures:

  • Special purpose company — whose name must end with the designation, which must act through a registered agent and which is used for securitisation and structured finance. Note that Belize has no “restricted purpose company”; the special purpose company is the equivalent.
  • Segregated portfolio company — statutory ring-fencing of assets and liabilities between portfolios, requiring regulatory approval and carrying its own designation.
  • Private trust company — provided for by the Act without a separate licence requirement.
  • Foreign company registration, continuation into Belize and discontinuance — the routes for cross-border presence and redomiciliation.

Other vehicles sit under their own statutes: the business name, which creates no separate legal personality and is used by sole traders, partnerships and corporates; the limited liability partnership; the limited liability company and the international variant; the trust; the foundation, a separate legal person without members; and the non-governmental organisation and non-profit organisation. Outside the registry entirely are the cooperative society and the credit union, the latter being prudentially supervised by the Central Bank of Belize, which publishes the list of licensed credit unions.

Information available from the Belize business register

The online registry offers a free public entity search, and the registry publishes entity status categories — active, pending struck off, struck off and dissolved — together with verification of entity documents by code and paid short, detailed and custom extracts.

The statutory position is that inspection is public but fee-based: a person may, on payment of the applicable fee, inspect the registers maintained by the registrar — the register of companies, the register of foreign companies and the register of charges — inspect any document retained by the registrar, and require certified or uncertified copies and extracts.

Belize also went further than many comparable jurisdictions on filing. The Act requires a company to file with the registrar a copy of its register of members and of its register of directors, and a 2023 amendment, expressly aligned with the international standard on transparency of legal persons, added the register of beneficial owners to that filing duty, expanded the directors register to cover alternate, nominee, reserve and deemed directors, and banned bearer shares outright.

What is restricted

Beneficial ownership information is not public. There is no standalone beneficial ownership registers act in force; the regime sits in the Companies Act together with equivalent duties in the limited liability company, limited liability partnership, trusts and foundations legislation, and is elaborated in guidelines issued by the Financial Services Commission in March 2025. Companies and limited liability partnerships submit beneficial ownership data into the online registry system while other vehicles submit to the Commission directly, and disclosure runs to the Commission and competent authorities within short deadlines. There is no public access route.

Accounting records are likewise not public and, importantly, are not filed with the registrar. Under the Companies Act and the accounting records legislation as amended in 2023 they must be kept within Belize, at the registered office or the registered agent’s office, retained for defined periods and produced to the Commission or a competent authority on request. What is filed is the annual return, due by 30 June for the preceding calendar year and certified by a director or the registered agent.

Economic substance applies across the regime: the Companies Act states expressly that the Economic Substance Act applies to a commercial entity, including a foreign company, incorporated, registered or continued under it, with core income-generating activity, management and control requirements, reduced requirements for holding companies, annual reporting, penalties and removal from the register for non-compliance.

Documents that can be obtained from the register

  • Certificate of Incorporation — the company name, nine-digit registration number, company type, date of incorporation and the registrar’s authentication, now issued as an electronic certificate with code verification. Proof of legal existence for banking, contracting and legalisation.
  • Certificate of Good Standing — issued on the request of any person; certifies that the company is on the register of companies or of foreign companies and has paid all fees, annual fees and penalties, and states whether articles of merger, consolidation or arrangement have been filed but are not yet effective, whether the company is in voluntary liquidation and whether strike-off proceedings have begun.
  • Certified copies of the constitutional documents — under the 2022 Act these are the articles and by-laws, the older memorandum and articles terminology surviving only for companies formed under the repealed Acts. Certified copies are prima facie evidence and are admissible as if original.
  • Company search or extract — short, detailed and custom extracts from the online system. The statutory model for the analogous business name detailed extract lists the registration number, extract date and orderer, entity name, category, former registration number, representative, status, registration and last-change dates, accounting date, any pending strike-off, winding-up, closure or revival dates, the registered office and contacts, the nature of business and the owner particulars.
  • Annual return — the filed return, retained by the registrar and therefore inspectable and copyable.
  • Certificate of Continuation and certificate of discontinuance — evidencing continuation into Belize and continuation out, the latter triggering striking off and gazette publication. Used to prove unbroken corporate identity across jurisdictions.
  • Certificate of restoration to the register — a 2025 amendment created administrative restoration by the registrar, available for a period after dissolution, conditional on a licensed registered agent and on submitting updated registers of directors, shareholders and ultimate beneficial owners.

Frequently Asked Questions

Does Belize still have a separate offshore company regime?

No. The Belize Companies Act 2022 consolidated the domestic, international business company and protected cell company statutes into a single regime, and ring-fencing had already been eliminated by the 2018 amendment.

Did existing international business companies transition automatically?

No. Re-registration was required, with a new nine-digit company number and an electronic certificate; the registry publishes a list of companies that have not re-registered.

Are the members and directors of a Belize company filed with the registrar?

Yes. The Act requires a company to file copies of its register of members and register of directors, and since 2023 also its register of beneficial owners.

Is beneficial ownership information public in Belize?

No. It is filed to the registry or the Financial Services Commission and disclosed to the Commission and competent authorities; there is no public access route.

Do Belize companies file financial statements?

Accounting records must be kept within Belize and produced on request, but they are not filed with the registrar and are not public. What is filed is the annual return, due by 30 June.

Does economic substance apply?

Yes. The Companies Act applies the Economic Substance Act to entities incorporated, registered or continued under it, with annual reporting, penalties and removal from the register for non-compliance.

Sources

Keywords

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