Minimum Authorized Capital in Belize Companies

(11.) Minimum Authorized Capital

There is no minimum share capital authorized in Belize. If there is no share capital fees are charged according to the number of members. If there is share capital, fees are charged according to the amount of the share capital. This fee structure is described above in the section titled fees. It refers to Table B of the Company Act.

(12.) Belize Bearer Shares

Bearer Shares are known as a share warrant and are allowed under Section 38 of the companies act. Bearer’s of a share warrant are entitled to the rights as offered to share holders. While holding a share warrant the Bearer’s name is stricken from the company’s records as holding the warrant. Upon presenting the warrant, the bearer’s name is entered into the companies records as a member and this information will be updated with this registrar.[1]

(13.) Issuance Public Offering

Companies must state in their memorandum of association whether they are a private or public company. Private companies specifically preclude the issue of any invitation to the public to subscribe for shares. However, for public companies, any document containing an offer for shares or debentures is deemed to be a prospectus and a copy must be delivered for registration with the Registrar on or before the date it is published. The prospectus can not be published until it is registered with the registrar.[2]

(14.) Minimum

Allotments of any share capital offered to the public shall not be made unless the minimum subscription amount stated in the prospectus has been paid and received by the company. The amount payable on application shall not be less than five percent of the nominal amount of the share.[3]

(15.) Maximum

There is no limit on the number of shares, nor the number of shareholders. There must be at least one certificate that can be jointly held.[4] Companies may restrict the number of shareholders in their articles of association.

(16.) Belize Fractional Shares

Fractional shares are not specified within the Companies Act. It is possible to hold shares jointly. Fractional shares might be possible if specifically called upon within the articles that have been approved by the Attorney General and registered with the registrar. However, further investigation and acknowledgment would be advisable.

(17.) Stock Options

A company may, if authorized by its articles, pass a special resolution convert all paid-up shares into stock and reconvert that stock into paid-up shares of any denomination.[5]

(18.) Par/No-Par Value

Par and No-par value shares are not discussed within the Companies Act.

(19.) Transfer of Shares

A transfer of shares can be effected upon the application of the transferor whereby the transferee’s name will be entered into the register of members’ names. In the case the member is deceased, the personal representative of the deceased can effect the transfer.[6]

[1] Id. § 38.
[2] Id. § 82.
[3] Id. Table A § 5.
[4] Id. Table A § 6.
[5] Id. Table A § 31.
[6] Id. §§ 29, 30.