(1)      Memorandum and Articles of Association ('M&A')

Kaizen or its associated agent will issue and provide an original and one copy of the M&A, both have been stamped and sealed by the IBC Registry of Belize. The Registered Agent and the Registrar of Companies in Belize shall retain a copy.

Any amendments to the M&A may be passed by resolution of the director(s) or shareholder(s) and must be filed with the Registrar of Companies in Belize. Amendments are NOT effective until filed.

Kaizen will be pleased to assist with providing standard form amendments, filing amendments and re-printing the M&A on request.

(2)      Minutes and Financial Records

An IBC is required to keep minutes of all meetings of directors, members, and committees of directors, officers or members. Copies of all written resolutions consented to by the foregoing parties must also be kept. An IBC must also keep such accounts and records as the directors consider necessary or desirable to reflect the financial position of the Company.

The books, records and minutes of the Company must be kept at the Registered Office of the Company in Belize or at such other place as the directors determine.

Any member of an IBC may, upon request, inspect the records of that company. In the event of the directors refusing to allow such inspection, a member has the right to apply to Court for an order to allow the inspection.

Kaizen can provide draft for the directors' minutes on request.

(3)      Share Certificates

Every member is entitled to a share certificate which must be:

(a)	with signature of two directors;
(b)	with signature of two officers;
(c)	with signature of one director and one officer; or
(d)	issued under the common seal of the company, with or without the signature of any director or officer.

We recommend that all certificates be signed and sealed.

(4)      Company Seal

An IBC is required to have a common seal and an imprint thereof must be kept at the Registered Office of the Company in Belize.

(5)      Register of Transfers, Directors and Secretaries

An IBC is not required by law to maintain these registers. However, they are provided to assist in maintaining the records of the Company and it is recommended that they should be kept. If the directors determine to maintain a Register of Directors, the original, or a copy thereof must be kept at the Registered Office of the Company.

Kaizen offices will be pleased to assist with forwarding any documents to the Registered Office in Belize on your behalf.

(1)      Registered Office and Agent

All IBCs must have a Registered Agent and a Registered Office in Belize. Kaizen and its associated agent will provide such services in order to fulfill the requirement. The company must renew such service annually to comply with the requirement of Belize.

(2)      Authentication or Attestation of Documents

Any document requiring authentication or attestation by an IBC may be signed by a director, a secretary or by an authorised officer or agent of the Company. The Registered Agent may verify the signature of any director, officer or agent authenticating or attesting any document executed on behalf of the Company. The Company will be bound by any document so verified by the Registered Agent.

(3)      Records held at the Registered Office

The Registered Office should, as a minimum, retain for every IBC, a copy of its Certificate of Incorporation, a copy of the Memorandum and Articles, any amendments thereafter, an imprint of the common seal and the original or copy of the Register of Members, if available.

Even if a company determines to maintain its corporate records outside Belize, the Company must deliver a copy of the Register of Members to Belize. It is the company's obligation to ensure that the Register, with the latest particulars, is delivered whenever there are changes. Kaizen could assist to send the updated document by request.

If an IBC determines by resolution of its directors to keep a Register of Directors, a copy of this should also be kept at the Registered Office. In practice, we recommend that a copy of the Subscriber’s appointment of first directors and a copy of the Register of Directors should always be kept at the Registered Office. Please return such documents duly completed either to the Registered Office through our office.

(1)      Company Documents

The Registry only maintains a copy of an IBC's Certificate of Incorporation, its Memorandum and Articles of Association and any amendments thereto.

The Registry will provide certified copies of these documents as may be required and searches of company files may be made. Kaizen will be pleased to assist with all such requests for certified copies of such documents or searches.

(2)      Optional Registration of Documents

The registration of documents, which is not required by Law, but of interest to the IBC to form part of the permanent IBC Registry record. It is entirely at the discretion of the Company. Kaizen can assist with all optional registrations, for which filing fees and service fees apply. Details of optional registrations become public record and may be searched at the Registry. We will be pleased to seek legal confirmation of documents lodged and search reports.

 
(3)      Certificates of Good Standing

Certificates of Good Standing for an IBC can be obtained upon application to the Registrar of Companies. Kaizen is available to make applications on behalf of clients.

(4)      Annual Government Licence Fees and Registered Office/Agent Fees

Every IBC must pay annual Government licence fees as follows:

(a)	Companies with Authorised Capital of US$50,000 or less: USD750
(b)	Companies with shares of no par value US$1,000
(c)	Companies with Authorised Capital greater than US$50,000: US$1,900

Kaizen will send invoices that covering Registered Office, Registered Agent and Government licence fees annually, together with the details of the annual renewal and the payment deadline to the email address in our record in February. Please notify us immediately of any changes in your email address, telephone, fax numbers, or responsible persons. Government penalties apply for late payment of fees and companies are struck off for non payment. Please also record the details of your payments.

All fees must be paid (in Belize) before July 31 annually. Failure on settlement of fee by this date, the license fee increases by 10%.

If there is no settlement by October 31, the license fee increases by 50%.

All companies which on December 31, remain on the Register without payment of the current year license, will be struck off.

For further information of Belize, please visit Introduction to Belize.

If you are interested of setting up a Belize IBC, please refer to Belize Company Registration Procedures and Fees.