Cessation of Business by a Belize Company. Service offer

Belize companies can cease their operations in two ways:

If a company fails to pay annual renewal fees which include the government fee and the registered agent’s fees, it is struck off the register on 1 January in the year following the year of non-renewal (for example, if a company had failed to pay 2015 renewal fees by 31 December 2015, it was struck off on 1 January 2016).

At the same time, once the company is struck off the register, the company, its directors, members and other officers may not legally:

• carry on any business or in any way deal with the assets of the company, or commence legal proceedings;
• defend any legal proceedings, make any claim or claim any right for, or in the name of, the company; or
• act in any way with respect to the affairs of the company.

A company can be restored to the register by payment of all outstanding annual fees and penalties. A company is only deemed dissolved after 5 years of being struck off.

Upon restoration, a company is deemed to have continued in existence as if it had never been struck off.

A company is deemed officially dissolved, its obligations are terminated and it can only be restored to the register by application to court. Upon completion of liquidation, the Registrar issues a certificate of dissolution.

*Depending on the registered agent that provides the registered office to the company.

Liquidation takes approximately 2 – 3 months to complete.

This option is only available to a company that:

• has no liabilities; or
• is able to meet its liabilities as they fall due.

For us to draft the necessary documents, please provide a copy of passport of an individual who will be appointed as liquidator and advise the sum of his/her remuneration. Please note that the liquidator must be a legally qualified person who has not been affiliated with the company.

A liquidator CANNOT be:

• a disqualified person or an individual subject to an equivalent disqualification under the laws of a country outside Belize;
• a restricted person or an individual subject to an equivalent restriction under the laws of a country outside Belize;
• a minor;
• an undischarged bankrupt;
• an individual who is, or at any time has been, a director of the company or of an affiliated entity;
• an individual who acts, or at any time in the previous 2 years has acted, in a senior management position in relation to the company or an affiliated company and whose functions or responsibilities have included functions or responsibilities in relation to the financial management of the company or an affiliated company;
• an individual who is a close family member of an individual specified in the previous two paragraphs.

According to the new rules, the liquidator must have the requisite qualifications, experience, knowledge, and abilities, as well as have:

• adequate and appropriate professional indemnity insurance; and
• adequate and appropriate fidelity insurance.

We can assist you with appointing a local licensed professional liquidator.

Upon receipt of payment and above information, we will proceed with drafting documents to be signed by the directors, members, and liquidator of the company.

If a company has any assets at the time of going into liquidation, they must be distributed to the members.

Liquation of a company with assets has the following peculiarities:

• once a liquidator is appointed, all director’s powers to sign contracts and other documents on behalf of the company are ceded to the liquidator;
• assets are distributed to the members by liquidator’s resolution that must comply with the provisions of the company’s articles.

Voluntary liquidation includes the following stages:

1. Signing and providing to the registered agent the liquidation documents, in particular:

• notice of appointment of the liquidator;
• declaration of solvency;
• winding up plan approved by the members of the company;
• articles of dissolution (signed by the directors; the original is filed with the Registrar).

2. Publishing a notice in a newspaper circulating outside Belize – you will need to publish a notice of liquidation in a newspaper having wide circulation in the country where the company has its principal place of business (we will provide the text of the notice separately). The notice must be printed in two languages (an English text is obligatory). We will then require to receive a scanned copy of the page containing the notice (to speed up the winding up; the name of the newspaper and the date of its issue must be clearly visible on the page) and later the original issue of this newspaper.

3. Liquidator filing a notice of completion of winding up.

4. Obtaining a certificate of dissolution from the Registrar (if necessary, this certificate can be apostilled, the apostille will cost from USD 465*).

5. Publishing a notice of completion of winding up in a newspaper circulating outside Belize.

*Depending on the registered agent that provides the registered office to the company.

**Compliance fee is calculated as follows:

1) USD 250 (standard rate, includes the check of 1 individual)

+ USD 150 for each additional individual (director, member, or beneficial owner) or legal entity (director or member) if such legal entity is administered by GSL

+ USD 200 for each additional legal entity (director or member) if such legal entity is not administered by GSL

2) USD 350 (rate for High Risk companies, includes the check of 1 individual)

+ USD 150 for each additional individual (director, member, or beneficial owner) or legal entity (director or member) if such legal entity is administered by GSL

+ USD 200 for each additional legal entity (director or member) if such legal entity is not administered by GSL

***A company must keep the following documents at its registered office and their copy at the office of its registered agent in Belize if different from the registered office:

• the articles of the company;
• the register of members;
• the register of directors;
• the register of beneficial owners;
• copies of all notices and other documents filed by the company in the previous 10 years.

A company must keep the following records at its registered office and their copy at the office of its registered agent in Belize if different from the registered office:

• minutes of meetings and resolutions of members and of classes of members;
• minutes of meetings and resolutions of directors and committees of directors; and
• identification, address and other relevant information on beneficial owners.