Belize
Limited Liability Company
Belize, a small English-speaking nation in Central America, has maintained a notable presence in the offshore services sector for several decades. As part of its legal infrastructure supporting international financial services, Belize introduced the International Limited Liability Companies Act (ILLCA) in 2011, providing a statutory framework for Limited Liability Companies (LLCs). This legislation was significantly updated in 2023 to reflect evolving international tax compliance standards and economic substance requirements.
LLCs in Belize are based on a hybrid legal model derived from U.S. law, combining characteristics of both partnerships and corporations. Like corporations, Belizean LLCs have separate legal personality and offer limited liability protection to their members—members are only liable for their unpaid capital commitments. However, akin to partnerships, LLCs are governed primarily through a private contract between the members known as the LLC Agreement. This document determines the governance structure, distribution rules, rights and obligations of members, and other internal matters. The ILLCA is intentionally flexible, allowing LLCs to be tailored to the needs of the members without the formalities often required by company limited-by-shares statutes.
Ownership in a Belize LLC is represented by membership interests, which can be customized in terms of voting rights and economic entitlements. The management of the LLC may be conducted directly by members or delegated to a manager or board of managers. Importantly, Belizean LLCs include strong asset protection mechanisms. For example, the law limits creditor remedies to a “charging order” over the debtor-member’s interest. This order entitles the creditor only to distributions actually made to the debtor, without granting control, access to the LLC’s assets, or voting rights. This feature makes the Belize LLC a structurally appealing option for those concerned with insulating assets from potential claims.
The incorporation process is relatively straightforward, with no statutory requirements for a board of directors, company secretary, or specific capital contributions. Belize LLCs may be formed by a single member and do not require annual general meetings or corporate resolutions unless mandated by the LLC Agreement. Furthermore, LLCs are not subject to ongoing financial reporting or auditing obligations, provided they do not engage in business within Belize.
A critical shift occurred in 2023 when Belize amended the ILLCA to remove the blanket tax exemption previously afforded to international LLCs. Under the revised framework, Belizean LLCs are now treated as “disregarded entities” for local tax purposes. This means that income earned by the LLC is attributed directly to its members. In the case of single-member LLCs, the income is taxed as if earned by a sole proprietor; for multi-member LLCs, the income is taxed as if earned by a general partnership—unless the LLC elects corporate tax treatment. However, if the members are not tax residents in Belize and the LLC does not derive income from Belizean sources, no tax liability arises in Belize.
Belizean LLCs are commonly used to hold financial assets such as securities, investment portfolios, and other movable property, especially in scenarios involving cross-border estate planning or business structuring. While the 2023 amendments have brought the regime closer in line with global transparency standards, the underlying flexibility and legal protections of Belizean LLCs continue to offer useful tools for private wealth and commercial planning.
Legal
Country code – BZ
Legal Basis – Common law
Legal framework – Limited Liability Companies Act 2023
Company form – Limited Liability Company (LLC)
Liability - The liability of the members is limited to the amount of their capital contributions.
Economic Substance – LLCs carrying on the following activities only are required to be directed and managed from within Belize, have adequate physical premises and adequate number of employees in Belize, and conduct its core-income generating activities from within Belize.
- banking i.e. banking business
- insurance i.e. insurer
- finance and leasing i.e. business of providing financing or leasing of assets
- fund management i.e. management of collective investment schemes
- distribution and service center business i.e. reselling goods to affiliated companies or providing services to affiliated companies. Affiliated company is defined as a company which is part of the same group (e.g. parent-subsidiary, sister entity with common parent company, etc).
- headquartering i.e. providing management services to affiliated companies
- intellectual-property business i.e. holding and exploiting IP assets, generating identifiable revenue from such assets. Please note that the provision of services for developing IP assets or holding or using IP assets for ordinary commercial or service business is not considered an intellectual property business. IP businesses are those that generate separate and identifiable revenue from IP assets (e.g. patent licensing).
- shipping i.e. transportation by sea of persons, animals, goods or mail, the renting or chartering of ships for such transportation, management of ship crew, sale of travel tickets, the use, maintenance or rental of containers, including trailers and other vehicles or equipment for the transport of containers, used for the transport of anything by sea
- pure equity holding company, companies that only own equity interests in other companies, and only earn dividends and capital gains (subject to a limited economic substance test, where the company does not need to be directed and managed from within Belize, or conduct its core income-generating activities in Belize)
Capital – There is no minimum capital required, and it may be in a nonpaid up basis.
Members – An LLC may be formed by one or more members who may be residents or non-residents and natural persons or corporations. Details of members are not publicly disclosed.
Manager – At least one manager must be appointed by the members, who may be a member or a third party, natural or legal person and non-resident. Details are not available to the public.
Secretary – The company may appoint a secretary, but it is not mandatory.
Registered Address – A company shall appoint a licensed registered agent and shall have a registered address and office in Belize.
General Meeting – There is no statutory requirement for any formal meetings of members, and these can be held anywhere.
Electronic Signature – Permitted.
Re-domiciliation – Inward and outward re-domiciliation is allowed.
Compliance – LLCs must maintain its accounting records at their registered office in Belize or otherwise, at the offices of its registered agent. "Accounting Records" is defined under the Accounting Records (Maintenance) Act, 2023 as: financial statements, general and subsidiary ledgers, sales slips, contracts and invoices, and records and documentation relating to 1) all entity's assets and liabilities, 2) all sums of money received and expended and the matters in respect of which the receipt and expenditure take place, 3) all sales and purchases, and 4) all financial transactions.
The Company must submit a financial annual return with simplified financial statements annually. A tax return must also be filed with the Belizean Tax Service.
- Members not disclosed
- Managers not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum members
- - Minimum registered capital
- - Minimum paid up capital
- USDAny Capital currency
- 100% Foreign-ownership allowed
- 2018 AEOI
Taxes
Corporate income tax – The International Limited Liability Companies Act (ILLCA) provided for a tax exemption for International LLCs, as long as the LLC did not have operations in Belize.
International Limited Liability Companies Amendment Act of 2023 was passed in July 2023 removing tax exemptions applicable to LLCs.
The LLC Amendment Act provides that a Belize LLC is to be treated as a “disregarded entity” or as a "partnership" for tax purposes.
The Act defines a “disregarded entity” as:
An entity that is fiscally transparent with respect to its income and receipts under the Income and Business Tax Act so that the income and receipts of the limited liability company–
(a) in the case of a single member limited liability company are taxed as the income and receipts of the single member as a sole proprietorship; and,
(b) in the case of a limited liability company with two or more members, are taxed as the income and receipts of the members as an ordinary partnership unless the LLC elects to be taxed as a company.
Therefore, income and gains of an LLC is attributed to its member(s) for Belizean tax purposes. Member(s) pay taxes according to their residency status and source of income (i.e. nonresidents only pay taxes on Belizean-source income).
Other taxes - Belize levies a real property tax of 12.5% of the annual rental value for an occupied property, and a 2% tax on the annual rental value for unoccupied properties. Property tax may not exceed 2% of the market value of the property. There is a land tax of 1% for unimproved lands.
There is a stamp duty on the transfer of assets, rates depend on the asset class. Purchase of real property is subject to a 10% stamp duty.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- - Offshore Income Tax Rate
- - Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 0 Losses carryforward (years)
- 3.18% Social Security Employee
- 5.35% Social Security Employer
- 25% Personal Income Tax Rate
- 12.5% VAT Rate
- 30 Tax Treaties
Country details
Belize, formerly British Honduras, is a CARICOM and SICA member. Located in the northeastern corner of Central America, bordering to the north with Mexico and to the south and the west with Guatemala. The capital is the city of Belmopan and the most populated city is Belize City, which has the main port of the country.
Although is the only Central American country with English as the official language, it is just over 380,000 inhabitants speak predominantly Spanish and Creole. Its currency is the Belize Dollar (BZD), which is currently pegged to the US$ (2:1), but most commercial establishments accept US dollars.
Belize is a constitutional monarchy with a parliamentary system of government. The Head of State is King Charles III, who is represented in the country by the Governor General.
The executive power is headed by a Prime Minister, who heads the Cabinet of 13 ministers, plus 5 deputy ministers, who represent the majority political force of the Belizean Parliament.
The legislative power is bicameral, composed of a House of Representatives of 31 members democratically elected for a period of five years and a Senate of 12 members appointed by the Governor General from proposals of the Prime Minister, the leader of the opposition and of Various religious, economic and social institutions.
The Belizean economy is the smallest in the Central American region, but it is the third largest in GDP per capita, only after Panama and Costa Rica.
Belize has an economy based primarily on agriculture and services. Domestic industry is limited, constrained by relatively high-cost labor and energy, and a small domestic market.
Tourism attracts the most foreign direct investment although significant foreign investment is also found in the energy, telecommunications, and agricultural sectors. The stability of the currency is one of the attractions for foreign investment.
Belize's exports of goods and services account for over half of its GDP. The export products mainly consist of seafood such as shrimp, followed by sugar, citrus products, bananas and small manufactures.
Its Barrier Reef (longest in the Western Hemisphere), 127 islands, excellent fishing, safe waters for boating, scuba diving, and snorkeling, abundant jungle flora and fauna, and numerous Mayan ruins has bolstered tourism and ecotourism industry.
Belize is a well-known offshore jurisdiction for its privacy policies, tax advantages for non-residents and its full tax exemption for its domiciled International Companies. Although its banking sector is not as large as other offshore financial centers, it is gaining popularity in recent years.