The Belize Companies Act, 2022 (the Act) was successfully revised on July 13^th, 2023, with the aim of strengthening the clauses relating to directorships, shareholders, and beneficial owners.

Registers of Beneficial Owners and Beneficial Owners Information
Section 93 (1) of the Belize Companies (Amendment) Act, 2023 states that all entities shall file with the Registrar its registers of Beneficial Owners.
Prior to the Amendment, only the information of the director and shareholder was required to be filed. Nevertheless, following the adoption of the amendment, it has become obligatory to submit all details pertaining to the ultimate beneficial ownership of the entity via the Online Business Registry System (OBRS) portal.
This information remains confidential and will not be accessible to the public.

Directors
This amendment mandates that all appointed directors, including reserve, alternate, and nominee directors, are subject to the same duties and obligations under the Laws of Belize.

Register of Directors
 Entities are required to document whether a director serves as a reserve or alternate director in their respective minutes and include their relevant information in the Register of Directors.

Nominee Directors and Shareholders
 Under the new obligations, nominee directors and nominee shareholders must file a declaration with the Registrar within thirty (30) days of their appointment, stating their status as nominees and providing relevant information about their nominator. A nominator is the person who appoints a nominee Director or Shareholder i.e the ultimate owner to act on their behalf.  (Furthermore, any nominee director or shareholder who ceases their position must also file a declaration with the Registrar within thirty (30) days of cessation.) For this we need your consent and agreement to submit the relevant declaration. If you disagree then we have to resign from nominee directors. We are available to discuss this issue and you can contact us directly on this.

We will keep our clients updated should we receive further guidance from the Registrar or Financial Services Commission regarding the transitional period for companies with nominee Directors and nominee Shareholders existing prior to the commencement of this amendment.

Accounting Records
In addition to the amendment of the Belize Companies Act, 2022, the Accounting Records (Maintenance) Act was also recently amended. 
The Accounting Records (Maintenance) (Amendment) Act, 2023, with commencement date on August 28^th, 2023, established that, notwithstanding any provision to the contrary contained in any other legislation, every entity registered in Belize must maintain its accounting records at its Registered Office in Belize. If an entity does not have a Registered Office in Belize, it must maintain its accounting records at the office of its Registered Agent in Belize.
Under this Accounting Records (Maintenance) Act, “accounting records” include financial statements, general and subsidiary ledgers, sales slips, contracts and invoices, and records and documentation relating to:
(a)    an entity’s assets and liabilities;
(b)    all sums of money received and expended and the matters in respect of which the receipt and expenditure take place;
(c)     all sales and purchases; and
(d)    all financial transactions.
The accounting records must be sufficient to accurately represent and explain the entity's transactions, enabling the determination of its financial status with reasonable precision, and they must be maintained in the English language.
Entities are required to provide accounting records from the past five years (i.e., 2019-2023).
The deadline to comply with this important requirement is December 31^st, 2023, as specified in Public Notice FSC/LC/66/144/23.
Failure to comply with this provision may cause an entity to be struck off, or a penalty of One Hundred Thousand Belize Dollars (BZ$ 100,000.00) may be imposed.
Our suggestion is to prepare unaudited financial statements which anyway are required by the banks to meet both goals ie the bank requirements as well the Belize legislation

We strongly urge you to take prompt action to ensure compliance with the above important requirements.
If you have any further questions or require assistance, please do not hesitate to contact us at Адрес электронной почты защищен от спам-ботов. Для просмотра адреса в вашем браузере должен быть включен Javascript. or call us at 00357 25 817181