Registering an Overseas Company

Question 1

What are Overseas Companies?

Answer 1

Companies incorporated in a jurisdiction other than the local one

Question 2

True or False.

An overseas company should be incorporated in the local jurisdiction.

Answer 2

False.

There is a registration regime that neither involves nor results in incorporation

Question 3

What Section of the Companies Act deals with Overseas Companies?

Answer 3

Part IX - Sections 250 - 251

Question 4

Why are overseas companies registered?

Answer 4

to ensure the availability in the local jurisdiction of information on the overseas companies which have a presence in the jurisdiction, and the means by which to take action against them.

Question 5

When is registration of an overseas company required?

Answer 5

Registration of an overseas company is required if a company that has been incorporated in another jurisdiction establishes a place of business in the jurisdiction.

Question 6

What does it mean to ‘establish a place of business’ ?

Answer 6

establishing a place of business requires a degree of permanence or recognisability as being a location of the company’s business

place of business includes a share transfer or share registration office.

Question 7

True or False.

if an overseas company has a booth at a three-day trade show in the jurisdiction, the company has established a place of business, and registration is required.

Answer 7

False.

Question 8

True or False.

The business conducted needs to be a substantial part of the company’s overall business in order for registration to be required.

Answer 8

False.

The business conducted may, be only subsidiary to the company’s main business, and need not be a substantial part of the company’s overall business, in order for registration to be required.

Question 9

What are the possible consequences of failure to register the overseas company?

Answer 9

Failure to register may attract criminal sanction

Question 10

If a company has been incorporated in a jurisdiction other than Belize and wishes to establish a place of business in Belize, what must it do?

Answer 10

the company has to be duly registered under the Companies Act as an Overseas Company.

Question 11

What documents listed in the Act, must the company submit to the Registrar for Registration?

Answer 11

• a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, and if the instrument is not in English a certified translation;
• a list of the directors and secretary of the company and particulars
• the names and addresses of some one or more persons resident in Belize authorised to accept on behalf of the company service of process and any notices required to be served on the company.

Question 12

What does certified mean?

Answer 12

the expression, “certified” means verified by affidavit or statutory declaration of the secretary, president or Chairperson of the company, or of the translator or otherwise as may be prescribed as a true copy or a correct translation;

Question 13

What particulars of the directors are needed?

Answer 13

in the case of an individual,
- his name and surname and any former name and surname,
- residential address,
- nationality and
- his business occupation, if any, or if he has no business occupation but holds any other directorship or directorships, particulars of that directorship or of some one of those directorships; and

in the case of a corporation,
- its corporate name and
- registered or principal office;

Question 14

What particulars of the secretary are needed?

Answer 14

with respect to the secretary, or, joint secretaries,
- name and surname, any former name and surname, and
- usual residential address.

Question 15

What documents (in addition to those in the act) must be submitted to the Registrar for registration?

Answer 15

• Cover Letter requesting the registration and who is requesting it
• Certificate of Good Standing and/or Incumbency (where the overseas company is not a newly formed company in its respective jurisdiction.)
• Certified copies of valid identification card of directors and shareholders of the company. Where the shareholder/director is a company a valid ID of the authorised representatives.
• Proof of address for Shareholders and Directors. (i.e. recent utility bill)
• Completed Name Availability form

Question 16

True or False.

Once registered in Belize, the overseas company has the same power to hold lands in Belize as if it were a company incorporated under the Act.

Answer 16

True

Question 17

If any alterations are made to the documents presented on registration, what should the Company do?

Answer 17

The company shall, within twenty-one days after the date of making the alteration, deliver to the Registrar for registration a return containing full particulars of the alteration.

Question 18

The name of the company and of the country in which it is incorporated should be displayed/stated where?

Answer 18

• on every place where it carries on business in Belize
• in all bill heads and letter paper, and in all notices and other official publications of the company.

Question 19

what if the liability of the members of the company is limited?

Answer 19

notice of that fact should be stated in legible characters in every such prospectus and in all bill heads, letter paper, notices and other official publications of the company in Belize, and to be affixed on every place where it carries on business.

Question 20

True or False

If you are inviting the Belizean public to subscribe for shares or debentures in the company, the country in which the company is incorporated must be stated.

Answer 20

True

Question 21

a Certificate of _______________ is issued.

Answer 21

Certificate of Registration

Question 22

In every _____________ the company must file with the Registrar such a statement in the form of a ____________ as would, if it were a company incorporated in Belize and having a share capital, be required under this Act to be included in the annual summary.

Answer 22

calendar year;

a balance sheet