Belize

Company Incorporation

Step 1. Initial Consultation and Choose Name

As with any other jurisdiction, we begin with an initial consultation when you plan to set up a company in Belize. The initial consultation helps us to understand the specifics of your online gambling project and your long-term business goals. 

During the consultation, we analyze everything that can be crucial for your business development, including platform types (such as an online casino, sportsbook, or poker room), your target audience, and your financial goals. All these details are necessary for determining the type of entity, the company’s liability protections, tax benefits, and overall future growth opportunities.

Once we determine an exact type of entity, it’s time to find a name for your company. You need to select a unique name you like, and we will check its availability. If everything is in order, our team will reserve the name with the Belize Companies & Corporate Affairs Registry.

Step 2. Documents Preparation 

From there, we support you in preparing and filing all necessary documents, such as certified copies of passports and IDs for all shareholders and directors, utility bills for proof of address, a professional reference letter, and a bank reference letter. 

To complete the preparation process, we help you to fill out all company application forms and then submit them, along with all required documents, to the Registry. 

If needed, we can assist in appointing directors and shareholders, offering nominee services to protect your beneficial ownership. Once completed, you'll receive a Certificate of Incorporation and an official company seal, typically within 2-4 weeks.

Step 3. Undergoing Due Diligence and Get Your Final Documents

Once the application has been submitted and all necessary fees are paid, the final compliance stage begins. The registered agent will conduct a background check on all company owners and directors. 

At this stage, our team closely manages this sensitive stage, acting as a direct liaison between you and the registered agent. If any additional documents are required during the due diligence, we contact you instantly and transmit them to the agent as fast as possible.

After the due diligence, the agent will submit the documentation to the authorities to legally incorporate the company. MGL then receives your official Incorporation Certificate and all the essential company documents. We review them for accuracy and immediately send them to you. 

Belize's corporate law is governed by The Belize Companies Act, 2022. This is a major legislation that completely changed Belize's corporate law a few years ago. Specifically, the law got rid of the legal status for the International Business Company (IBC) structure, which many of you may already know.

Since 2022, Belize now offers three main types of business structures, and each one is set up to meet different business needs.

Company Limited by Shares

This is the corporate structure best suited for online gambling businesses. A Company Limited by Shares is similar to the Limited Liability Company (LLC) structure known globally. This company gives its owners, directors, and shareholders limited liability, meaning their personal assets are safe. Their financial risk is limited only to the amount unpaid on their shares.

To set up this type of company, you must have a registered office, and at least one shareholder and one director. Both roles can be held by the same person, including non-citizens. Additionally, the company must comply with the rules of the Belize Companies Act of 2022. 

Belize has no minimum share capital requirement to form this company. You are free to start this company with as little as one share, as there is no fixed minimum amount for authorized share capital. 

Company Limited by Guarantee (CLG) 

This type of legal entity is not suitable for iGaming businesses. It is intended for non-profit organisations where members limit their financial risk to an amount they promise to pay if the company closes down.

To open a CLG, you must submit a Memorandum of Association, Articles of Association, a letter to the Attorney General, and potentially get Central Bank approval. After that, the company must be registered with the Belize Companies and Corporate Affairs Registry (BCCAR). 

Unlimited Company

Unlike a company limited by shares, the main point of an unlimited company is that its directors, shareholders, and beneficial owners are not protected from the company’s debts. This means they could be personally responsible for the company’s financial obligations. 

To start this company, you first need to register a business name, submit all documents to the Belize Companies Registry, and get an incorporation certificate. 

In general, the Unlimited Company structure is more often used by local companies than by offshore ones.