The Financial Services Commission (Nominee Shareholders and Directors) Regulations, 2025 (SI No. 158 of 2025) have introduced a new regulatory framework governing nominee director and nominee shareholder arrangements in Belize.

The following are Key Highlights under the new provisions:

• Only Registered Agents in Belice authorized by the Financial Services Commission or a personal nominee (a person acting for no more than one company and physically present in Belize during the appointment period) may provide nominee director or nominee shareholder services.
• Existing and new companies must assess whether their structure includes nominee directors or nominee shareholders.
• Where a nominee relationship exists, companies must disclose the arrangement, including full details of the nominator.
• Registered Agents are responsible for submitting the required declarations to the Registrar.
• Non‑compliance may result in administrative penalties of up to US$5,000, among other administrative actions.

QUIJANO & ASSOCIATES (BELIZE) LIMITED has already submitted its application to the Financial Services Commission to obtain authorization to continue acting as nominee director or shareholder where permitted.

Under the new Regulations, companies incorporated in Belize, as well as existing companies, are required to take the following actions:

New Incorporations: 

• Review for New Incorporations
  Newly incorporated companies must determine whether a nominee relationship exists within their structure (i.e., nominee director or nominee shareholder).
• Disclosure Where a Nominee Relationship Exists
  If a nominee relationship is present, a declaration must be provided disclosing the nominee relationship, including the identity and details of the nominator. The Registered Agent will submit this declaration to the Registrar.
• Eligibility to Provide Nominee Services
  Only an Authorized Registered Agent or an approved personal nominee (a person acting for no more than one company and physically present in Belize during the appointment period) may provide nominee services under the new framework. QUIJANO & ASSOCIATES (BELIZE) LIMITED, as registered resident agent, has already submitted an application to the Financial Services Commission to obtain the necessary approvals to provide nominee services.

Existing Companies:

• Review for Existing Companies
  Existing companies must also review whether any nominee relationships are in place.
• Disclosure Where a Nominee Relationship Exists
  If a nominee relationship is present, a declaration must be provided disclosing the nominee relationship, including the identity and details of the nominator. The Registered Agent will submit this declaration to the Registrar.
• Transitional Period
  The Regulations provide a transitional period of six (6) months from the date of commencement. The transitional deadline is 16 June 2026. All required reviews, declarations, and any restructuring must be completed within this period.
• Eligibility to Provide Nominee Services
  Only an Authorized Registered Agent or an approved personal nominee may provide nominee services under the new framework. QUIJANO & ASSOCIATES (BELIZE) LIMITED has already applied to the Financial Services Commission for authorization to continue providing nominee services to companies under its administration. Each company will be reviewed individually, and confirmation will be provided as to whether the current nominee may continue to act or whether a new nominee appointment will be required.

Please note that we will communicate the next steps once we receive authorization from the Financial Services Commission. We will continue to monitor any developments and will inform you if any changes affect the obligations or processes described above. If you have any questions or require further assistance, please do not hesitate to contact us at quijano@quijano.com.