Belize Partnerships

IV Other Legal Entities in Belize

A. Belize Partnerships

There are two main pieces of legislation governing partnerships: the Partnership Act 2000[1] and the Limited Liability Partnerships Act 2000.[2] Partnerships are limited to twenty partners before they must form a corporation or ten partners if they wish to engage in the banking business per the Companies Act.[3]

(1.) The Belize Partnership Act

Partnership rules under the Belize Partnership Act are not outside the norm for English nor United States Partnership Law.

(2.) The Belize Limited Liability Partnerships Act

Under the Limited Liability Partnership Act, it is possible to create limited partnerships, the key features of which are as follows:

  1. Every limited partnership must be registered with the Registrar and maintain an office in Belize with the official address on file with the registrar. This office must maintain among other official documentation a list of all partners.[4]
  2. There must a be a designated partner as noted on the initial registration. Subsequent, notice must be provided to the registrar every February providing in writing a list of all partners at that time.[5]
  3. Other partners within the partnership are referred to as “Partners”. Partners of the Limited liability partnership are not individually liable for the liabilities of the partnership unless they remove profits or property after the partnership becomes insolvent. The general absence of typical limited partner provisions could make Belize Limited Liability Partnerships suspect in other jurisdictions.[6]
  4. Partners must be legal persons.[7]
  5. Any partner can deal with the Limited Liability Partnership or make enter into agreements on behalf of the partnership if such agreements fall within the scope of the partnership provisions and have not been specifically excluded by provision. This facility also could provide further evidence for this type of LLP not to be recognized in other jurisdictions.[8]
  6. No partner is precluded from taking part in the management of the business, or unless stated within the particular partnership provisions, yet the act still provides for a limited liability for debts and obligations of the limited liability partnership.[9]
  7. A place of business must be maintained in the Belize.[10]
  8. The Limited Liability Partnership Act does not explicitly state a requirement for any partners to be resident in Belize, however, the requirements for registration and a yearly subsequent notice would be difficult for anyone besides a resident citizen to perform.[11]
  9. An annual statement must be filed with the Registrar during the month of February.[12]
  10. Any changes to the terms of the partnership, its partners, or place of business must be notified to the Registrar.[13]

[1] Partnership Act, 2000 Revision.
[2] Limited Liability Partnership Act, 2000 Revision.
[3] Companies Act, 2000 Revision, § 3.
[4] Limited Liability Partnerships Act, 2000 Revision.
[5] Id.
[6] Id.
[7] Id.
[8] Id.
[9] Id.
[10] Id.
[11] Id.
[12] Id.
[13] Id.