Corporate Services
Belusa Consulting Ltd provides a wide range of corporate services tailored to meet the unique needs of businesses. Whether you’re starting a new company, managing an existing one, or requiring specific documentation, we have the expertise to assist you. Our reliable and professional support ensures that you can navigate the corporate landscape with ease and confidence
Our services include:
- Re-registration of Companies
- Company Formations
- Business Registration Consultation
- Company Searches
- Certified True Copies of Company Documents
- Transfer of Shares
- Detailed Abstract/Annual Returns Filing
- Application for Central Bank Notice
- Registered Agent & Office Services
- Drafting of Sales Agreement
- Drafting of Partnership Agreement
Re-registration and New Company Formation
The New Companies Act, recently passed by Parliament, introduces a unified system for the digital registration and management of both local corporate entities (CAP 250) and international ones (IBC Act. CAP 270) through the Online Business Registry System (OBRS), which came into effect on November 28, 2022. This new system eliminates the differentiation between preferential regimes.
As a result of this change, all existing companies must re-register using the new system, which will involve creating a new Memorandum and Articles of Association for each company to comply with the new legislation, as well as filing any other necessary documents. The relevant documents under the Act 2022 are referred to as Articles, which may include articles of incorporation, articles of continuance, articles of merger, articles of dissolution, or articles of association of a company, and By-laws, which is an internal document outlining a company’s day-to-day operations.
The new Companies Act aims to simplify both the initial registration process for new companies and the ongoing statutory maintenance for all companies. It will also include provisions to protect minority shareholder rights, limit the number of shareholders, and enable the use of the registration number as the company name.
Under the new Act, a company can be incorporated or continued as a limited company by shares, a limited company by guarantee (with or without authorized shares), or an unlimited company (with or without authorized shares). Special purpose companies (SPV), segregated portfolio companies (SPC), and private trust companies (PTC) may also be established under this legislation.
To use the OBRS system, all CAP 250 companies must re-register and obtain a new nine-digit company number with an E-certificate. After registration, the company will have verifiable E-certificates within the system, which can be used for real-time third-party verification. Going forward, only companies that have re-registered and are in Good Standing can access services from the Registry.
Certified True Copies of Company Documents
We offer the provision of copies or certified copies of company documents for any entity registered with the Belize Companies & Corporate Affairs Registry. These copies serve as legal evidence, confirming the existence and authenticity of the company and its associated documents. Examples of company documents that often require certified copies include:
- Certificate of Incorporation
- Articles & Bylaws
- Detailed Extract/Annual Returns
- Letter of Incumbency (for companies operational for less than a year)
- Certificate of Good Standing
- Share Certificates
- Register of Members
- Register of Directors and Shareholders
Power of Attorney (Companies Act)
According to Section 97 of the Belize Companies Act, a company has the authority to appoint a representative or an attorney through a written instrument. This appointment can be made either for general purposes or specifically for a particular matter. The appointment of a representative must be in accordance with the company’s articles and by-laws.
When a representative is appointed by the company, any actions or decisions taken by the representative within the scope of their appointment are considered legally binding on the company. This means that the company is held responsible for the consequences of the representative’s acts.
The instrument appointing a representative can be executed in one of two ways. First, it can be executed as a deed, which typically requires the presence of witnesses and follows specific formalities. Alternatively, the instrument can be signed by a person who has the explicit or implied authority to act on behalf of the company, such as the primary directors. This allows for flexibility in the execution of the appointment instrument.
In summary, a company in Belize has the power to appoint a representative through a written instrument, granting them the authority to act on behalf of the company. The company is bound by the actions of the appointed representative, provided they act within the scope of their appointment. The instrument appointing a representative can be executed as a deed or signed by a person authorized by the company.
Transfer of Shares
In Belize, the transfer of shares in a company is regulated by the Belize Companies Act, 2020 Chapter 250 of the Laws of Belize. To initiate a share transfer, the following documents must be provided:
- A cover letter.
- A Transfer of Shares Instrument, which can be prepared by a lawyer or a registered agent.
- Valid identification, such as a Social Security card or passport, for each transferor and transferee.
- Proof of address, not older than three months, for each party involved.
- An Affidavit of True Value, sworn to by either the transferor or transferee before a Notary Public or a Certified Accountant. This affidavit lists the company’s assets, their respective values, and the true value of the shares being transferred.
- Non-residents must provide evidence of submitting a notice of share transfer to the Central Bank.
The transfer process commences with the creation of a Share Transfer Instrument. This document includes pertinent information such as the company’s name, the number and class of shares being transferred, the current shareholder’s (transferor’s) name and address, and the intended new shareholder’s (transferee’s) name and address. Both parties must sign this instrument, or it can be signed by the primary directors of the company as specified in the company’s articles and by-laws.
The Share Transfer Instrument is typically presented to the company’s board of directors for approval. The board reviews the transfer and endorses the instrument if they consent to the transaction. Stamp duty is applicable to share transfers, and the amount to be paid depends on the value or consideration involved in the transfer. The Affidavit of True Value is a key reference of the value of the shares being transferred.
Following the transfer approval, the company must update its share register to reflect the share transfer. The register should contain all relevant details of the transfer, and a new share certificate is issued in the name of the transferee to confirm their ownership of the shares. This information is also entered in the register of members. Meanwhile, the old share certificate held by the transferor is either canceled or marked as transferred.
It is worth noting that specific requirements and procedures for share transfers can vary based on the company’s articles and by-laws. Additional documentation may be requested on a case-by-case basis.
Detailed Extract/Annual Returns
The new system has changed the name of the Annual Returns to Detailed Abstract About Company. It is mandatory for all companies to file their Detailed Abstract by 30th June every year for the previous year, in order to validate the current information on the OBRS system. The Detailed Abstract contains important details such as the business entity particulars, registered office address (if applicable), the Directors, Shareholders, and Share Capital information. You can submit your documents electronically using e-filing, which helps to speed up and make post-incorporation services accessible to a wider range of people.
Sales Agreement Preparation
The importance of a sale agreement lies in its ability to create a legally binding relationship between the buyer and seller involved in a property sale. It serves as a document that outlines the terms and conditions of the sale, such as the price, date of sale, and any contingencies that need to be met to complete the transaction.
To ensure the sale agreement is legally valid and enforceable, it is important to have a certain level of knowledge and experience in reflecting and protecting the interests of both parties. This is especially important in various circumstances that are applicable under the laws of Belize.
As corporate officers in Belize, we have the expertise required to assist you in drafting a sale agreement that reflects your interests and ensures the validity and enforceability of the agreement. Our team will work diligently to create a sale agreement that protects your interests while adhering to the laws and regulations of Belize.
Drafting Partnership Agreements
A partnership agreement is a crucial legal document that outlines the terms and conditions governing a partnership between two or more individuals or entities. It covers important aspects such as the rights and responsibilities of each partner, the distribution of ownership percentages and profits, and the procedures for decision-making, dispute resolution, and dissolution of the partnership.
Businesses find partnership agreements beneficial for several reasons. Firstly, they clarify expectations by clearly defining the roles and responsibilities of each partner. This helps prevent misunderstandings and conflicts that may arise when partners have different assumptions or interpretations.
Secondly, a partnership agreement safeguards the interests of each partner by providing legal protection. It ensures that their investments, intellectual property, and contributions to the partnership are duly recognized and secured within the bounds of the agreement.
Thirdly, a partnership agreement facilitates decision-making processes. It establishes procedures for voting rights, sets quorum requirements, and outlines the steps for resolving disputes. This ensures that partners have a structured approach to making choices and handling conflicts in a fair and efficient manner.
Lastly, a partnership agreement serves as a roadmap for the future. It outlines the process for dissolving the partnership, including the equitable distribution of assets and liabilities, if the partners decide to terminate their collaboration. By establishing this framework in advance, partners can navigate potential challenges with clarity and protect their interests.
In conclusion, a partnership agreement is a valuable tool for businesses seeking a clear and stable foundation for their collaborative endeavors. By formally outlining the terms and conditions in this legal document, partners can prevent misunderstandings, safeguard their interests, and establish a framework for long-term success.
Apostille
An Apostille is a form of authentication or certification used in international legal transactions. In Belize, the Apostille process is used to verify the authenticity of public documents issued in Belize that will be used in foreign countries that are party to the Hague Convention Abolishing the Requirement for Legalization for Foreign Public Documents.
The Apostille process in Belize is handled by the Attorney General’s Ministry and other Government authorities. The person or entity seeking the Apostille must submit the document to the appropriate authorities for verification. This may involve verifying the content of the document, signatures and seal of the public official who issued the document. If the document is found to be authentic, an Apostille will be issued and attached to the public document. This will include certain information, such as the name of the country where the document was issued and the name of the public official who signed the document. The Apostille process in Belize provides a simple and standardized way to verify the authenticity of public documents issued in Belize that will be used in foreign countries that are party to the Hague Convention.