De-offshoring process is gaining momentum. The pressure from the Organization for Economic Cooperation and Development (OECD) is increasing to which the offshore jurisdictions are subjected. Thus, at the request of the OECD, the changes in the Law on International Commercial Companies (hereinafter the Law) have entered in force since July of this year in Belize. Among the main innovations are: the obligation to maintain a register of the beneficial owners and the register of the directors, as well as a ban on the issue or exchange of the bearer shares.
Register of beneficial owners
Unlike many other jurisdictions, in Belize, this obligation was realized with the requirement to store data on the beneficiaries only at the company registration address. As a rule, this is the address of the registration agent. But there is no requirement to submit data from this register to the state register of the companies. At the same time, it is not necessary to provide historical information – only the data of the current beneficiaries of the company are entered in the register.
The term “beneficial owner” is defined as an individual:
– who owns or ultimately controls the company;
– on whose behalf the transactions are carried out; or
– who carries out the final actual control of a legal person or structure.
The list of information that should be contained in the register of the beneficial owners is specified in the amendments to the Law, namely:
the former name, if it exists (with the exception of the names that have not been used for more than 10 years, as well as changes under the unilateral obligations or other legal means);
the date from which the person became the beneficial owner;
the date from which the person ceased to be a beneficial owner;
address of residence;
date of Birth;
beneficiary interest (benefit) of the beneficial owner and the way of owning it;
other information that may be specified.
Mandatory register of directors
The maintenance of the register of the directors is also among the requirements of the Law. We remind that earlier, the maintenance of this register was optional, that is, voluntary.
Now, the Register of the Directors and the Beneficiary Register must be kept at the registration address of the company in Belize, and the registered agent must provide the information from the registers within 24 hours after the request of the competent authorities.
It is allowed to maintain the registers in an arbitrary form, approved by the directors, both in electronic and in printed form. However, the Law requires that the directors of the company should guarantee the relevance of the information contained in the registers.
The sanctions are provided for non-compliance with the requirements for maintaining the registers: in respect of the register of the directors – a fine of $ 25 for each day, in respect of the register of the beneficial owners – 500 USD for each day. In both cases, the fine is also imposed on the director who deliberately tolerates such a violation.
The existing Belize companies, that is, the companies registered before the commencement of this Act, will have one year (until July, 2018) to issue and send their registers to the agent.
Elimination of bearer shares
The bearer shares are used by a few companies, especially taking into account the modern requirements for banking services. They are not allowed to be issued in many jurisdictions. In Belize, the bearer shares have been “frozen” for a long time in accordance with the requirement to keep them in the agent’s office.
The amendment to the Law establishes a ban on the issuance of the bearer shares, as well as the conversion or exchange of the registered shares for them. The companies that have issued such shares before the entry into force of the ban must convert them into the registered shares within one year (until July, 2018) and cancel all issued bearer certificates. Any bearer shares that have not been converted and canceled within this period will be declared void. The fine is also provided in the event of failure to comply with this requirement. It is 5000 USD for each day of such violation.
The above innovations are already relevant for all new enterprises, but existing companies have a grace period (until July, 2018) to bring their documents in line with the provisions of the Law.