Belize Offshore Company Registration and Maintenance Guide – Company Management

The management, directorship and practical operation of your Belize IBC will usually be one of the two possible options:

Option 1: Company directed by the beneficial owner. You, the beneficial owner, can be appointed as the Director of Your International Business Company. Just as well, any other person, designated by the beneficial owner, can be appointed as the Director of the IBC. This can be a relative, a friend or a business partner of the owner – anyone whom the owner trusts, provided he/she agrees to such appointment. Minimum one director needs to be appointed. Of course, and IBC can also have more than one director. For all intents and purposes, whenever the beneficial owner or his own appointees act as director(s) of the IBC, this is called “management by the owners”. In this option, the name(s) of the beneficial owner or his/her appointees will directly show up in the primary incorporation documents of the IBC. In particular, these names will be recorded in the First Minutes of the IBC, dealing with the appointment of directors.

Option 2: Company directed by an appointed Director (nominee). In this option the directorship of the IBC is assumed by a professional Director. This position is also commonly known as “Nominee Director” or “Third-party Director”. The Directorship service can usually be provided by professional corporate agents, accounting firms or law firms, this option would therefore be called as “professional company management”. At incorporation of his IBC, the client has to make a choice between these two options.

ADVANTAGES AND DISADVANTAGES OF DIRECT CONTROL

If the beneficial owner or his own appointees act as Director(s) of the IBC, there are two clear advantages: [1] the annual maintenance costs of the IBC are lower, and [2] the organizational structure of the IBC remains simple, is easier to understand and more convenient to manage.

However, there are also several disadvantages.

[1] The beneficial owner, who acts as the Director of his offshore company, may face scrutiny or adverse tax consequences in his home country. In many high-tax countries a foreign company (offshore company) may be required to register for tax purposes if it is “managed and controlled” within that country, regardless of the fact that the company itself is already incorporated back in the offshore tax haven country. The “place of management and control” is usually determined for tax purposes as the place where the Director resides. For example, if the actual owner of a Belize IBC is a French national, and he also acts as the Director of the IBC and manages the affairs of the IBC from his own home, he may be accused of doing unregistered business in France and evading taxes.

[2] One important reason behind having an offshore company is achieving some degree of confidentiality. The owner of an offshore IBC may often be reluctant to publicly reveal his controlling position over a particular offshore company. There may be several reasons for this, including personal taxation, protection of assets against litigation, deals between the offshore company and the owners’ domestic business or government or, as indicated above, just a general wish to maintain reasonable secrecy.

If these considerations are important, the owner of the IBC, or any related individual who may be concerned with the same potential risks, should not be appointed to a direct managerial position of the offshore company. In this case, Company Management services (nominee services) should be chosen. Appointing a professional Director to an offshore IBC is a vital precaution against the risks of running into an adverse tax or administrative consequences back home.

An outside Company Manager (Nominee) would effectively shield the beneficial owner of the offshore company from most public scrutiny and from an obvious direct relation to the IBC.

DIRECTORS

The main objective for having a professional third-party Company Manager is to prevent the general public from seeing a direct controlling relationship between the client and his offshore company (IBC). Unless there is a professional Director, the beneficial owner (or his appointee) would be supposed to carry out all representation of the IBC in all commercial transactions, under their own signature. This is often undesirable.

The actual involvement of the nominee Director in the routine operations of the offshore company may be adjusted in accordance with the necessities and circumstances of the client. This involvement may range from very superficial to extremely close.

On a basic level, the third-party Director usually does not get actively involved into the regular business dealings of the offshore company. Such Director merely fills the position – “rents out” his name. This is most accurately termed by the word “Nominee Director”. Nominee directorships are often provided by dedicated corporations (corporate directors), as in most offshore jurisdictions corporate directors are allowed. In the minimum involvement case, the client (the beneficial owner of the IBC) would personally transact, sign and execute all or most of the daily business of the company. To facilitate this, the client may be formally appointed as the “representative” or “agent” of his own IBC. Such appointment is affected by means of a special Resolution or a Power of Attorney. In this scenario, the owner himself would sign all contracts, invoices and business correspondence. The owner would also operate company bank accounts by his own signature, as if he were the chief executive officer of the IBC. The involvement of the Nominee Director in such case would remain merely formal, for which a relatively small and fixed annual responsibility fee would be charged.

In certain business models such configuration may be acceptable. Obviously, an active direct management of an IBC by the beneficial owner greatly reduces his level of personal secrecy in this respect. Such active personal management may also lead to undesirable questions about the management and control of the company being vested not in the country of registration of the IBC, but rather in the country where the owner resides, especially if he/she is also formally appointed as “agent” or “representative” of the IBC. This, in turn, may cause adverse personal tax consequences for the owner personally.

Therefore, a more substantial involvement of the third-party Director is often advisable.

The Director would become part of the day-to-day business of the IBC – as it normally is all “non-offshore” companies. In particular, the Director would sign contracts, bills, resolutions and any other business documentation, as and when required by the owners of the IBC. The third-party Director may also be called to execute the control over the offshore bank accounts. Obviously, in all such instances, the Director would act only on grounds of clear instructions by the owners of the company, as long as such instructions are legitimate. This relationship between the Director and the client would also have a pre-determined framework of communications security and a system of control.

Comprehensive company management services provided by a third-party Director largely resolve the foreign taxation issue related to the actual site of the management and control of the IBC. Only by utilizing a proper third-party company management option, the beneficial owner of an IBC may remain protected from potential damage by an undesired discovery of his direct link to the offshore company.

NOMINEE SHAREHOLDERS

Same as with the company director, being a direct shareholder of an offshore company may destroy the desired level of confidentiality. In order to conceal his direct relationship with the offshore company, the client may involve the services of a Nominee Shareholder. As it is a fairly passive position (unlike the one of the Company Director), the nominee shareholding service may be provided in a fairly straightforward manner.

At the time of registration, the Belize International Business Company will always have one “Incorporator” – a formal initial shareholder subscribing to a minimum amount of shares. The service of Incorporator is provided by the Registered Agent. After the incorporation or purchase, the shares in the IBC may be issued and transferred to any further shareholders according to the wishes of the beneficial owner of the IBC. Alternatively, the shares may remain registered onto the initial Incorporator, who would thus continue to act as Nominee Shareholder. A Nominee Shareholder may hold shares for several beneficial owners at once.

The professional service relationship between a Nominee Shareholder and the actual owner of the offshore company would usually be confirmed by a Trust Declaration. By means of this legal document, the owner would at any time be able to prove his ultimate ownership of the shares in the IBC, and his rights to all benefits, dividends and proceeds from such shares.

The Belize International Business Companies Act also provides for a possibility to configure an IBC with shares issued to a bearer (a bearer share company). While, in itself, bearer shares have usually represented the ultimate way of ensuring the anonymity of the owners of an offshore company, at this time and age this method is somewhat limited by the law. The bearer share certificates of a Belize IBC may not be delivered into the hands of the respective shareholders. Instead, the bearer shares must remain and be held in custody by the Registered Agent in Belize, together with written information as to the identities of the actual owners of the bearer shares. This limitation removes the primary benefit of having a bearer share IBC – the free and fast transferability of shares. However, in terms of acting as an additional layer of confidentiality, the bearer shares of a Belize IBC are still an attractive option.

Bearer share IBC’s have another serious disadvantage – most of the commercial banks worldwide (including most offshore banks) refuse to open accounts for bearer-share companies. For various reasons, it is a known fact that bearer-share IBC’s are widely viewed with suspicion at a variety of transactions and circumstances. In this respect, having an IBC with registered shares held by a nominee shareholder is a less controversial option.