CAP. 247 BUSINESS NAMES ACT BELIZE
BUSINESS NAMES ACT
CHAPTER 247
REVISED EDITION 2000
SHOWING THE LAW AS AT 31ST DECEMBER, 2000
This is a revised edition of the law, prepared by the Law Revision Commissioner
under the authority of the Law Revision Act, Chapter 3 of the Laws of Belize,
Revised Edition 1980 - 1990.
This edition contains a consolidation of the following laws- Page
ARRANGEMENT OF SECTIONS 3
BUSINESS NAMES ACT 4
Amendments in force as at 31st December, 2000.
BELIZE
BUSINESS NAMES ACT
CHAPTER 247
REVISED EDITION 2000
SHOWING THE LAW AS AT 31ST DECEMBER, 2000
This is a revised edition of the law, prepared by the Law Revision Commissioner
under the authority of the Law Revision Act, Chapter 3 of the Laws of Belize,
Revised Edition 1980 - 1990.
This edition contains a consolidation of the following laws- Page
ARRANGEMENT OF SECTIONS 3
BUSINESS NAMES ACT 4
Amendments in force as at 31st December, 2000.
THE SUBSTANTIVE LAWS OF BELIZE REVISED EDITION 2000
Printed by the Government Printer,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Business Names [CAP. 247
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3
CHAPTER 247
BUSINESS NAMES
ARRANGEMENT OF SECTIONS
1. Short title.
2. Interpretation.
3. Firms and persons to be registered.
4. Registration by nominee, etc.
5. Manner and particulars of registration.
6. Statement to be signed by persons registering.
7. Time for registration.
8. Registration of changes in firm.
9. Penalty for default in registration.
10. Disability of persons in default.
11. Penalty for false statements.
12. Duty to furnish particulars to Registrar.
13. Registrar to file statement and issue certificate of registration.
14. Index to be kept.
15. Removal of names from register.
16. Misleading business names.
17. Inspection of statements registered.
18. Minister may make rules.
19. Publication of true names, etc.
20. Offences by corporations.
21. Transfer of business or stock-in-trade.
22. Application.
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SCHEDULE
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CHAPTER 247
BUSINESS NAMES
[30th December, 1950]
1. This Act may be cited as the Business Names Act.
2.-(1) In this Act, unless the context otherwise requires:-
“business” includes profession;
Short title.
Ch. 105,
R.L. 1958.
CAP. 204,
R.E. 1980-1990.
40 of 1963.
1 of 1969.
23 of 1985.
22 of 1987.
Interpretation.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Business Names [CAP. 247
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“business name” means the name or style under which any business is carried
on, whether in partnership or otherwise;
“Christian name” includes any forename;
“court” means the Supreme Court or a judge thereof;
“firm” means an unincorporate body of two or more individuals, or one or
more individuals and one or more corporations, or two or more
corporations, who have entered into partnership with one another with a view
to carrying on business for profit;
“foreign firm” means any firm, individual, or corporation whose principal
place of business is situate outside any Commonwealth country;
“individual” means a natural person and does not include a corporation;
“initials” includes any recognised abbreviation of a christian name;
“Registrar” means the Registrar General.
(2) References in this Act to a former christian name or surname shall
not, in the case of natural-born Belizean citizens, include a former christian
name or surname where that name or surname has been changed or disused
before the person bearing the name had attained the age of eighteen years,
and, in the case of a married woman, shall not include the name or surname
by which she was known previous to the marriage.
(3) References in this Act to a change of name shall not include, in the
case of natural-born Belizean citizens, a change of name which has taken
place before the person whose name has been changed has attained the age
of eighteen years.
3. Subject to this Act-
(a) every firm having a place of business in Belize and
carrying on business under a business name which does
not consist of the true surnames of all partners who are
individuals and the corporate names of all partners who
are corporations without any addition other than the
true christian names of individual partners or initials of
such christian names;
(b) every individual having a place of business in Belize and
carrying on business under a business name which does
not consist of his true surname without any addition
other than his true christian names or the initials thereof;
(c) every individual or firm having a place of business in
Belize, who, or a member of which, has either before
or after the commencement of this Act changed his
name, except in the case of a woman in consequence of
marriage,
shall be registered in the manner directed by this Act:
Provided that-
(i) where the addition merely indicates that the
business is carried on in succession to a former
owner of the business, that addition shall not of
itself render registration necessary; and
(ii) where two or more individual partners have the
same surnames, the addition of an “s” at the end
of that surname shall not of itself render
registration necessary; and
Firms and
persons to be
registered.
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(iii) where the business is carried on by a trustee in
bankruptcy or the Official Receiver or a receiver
or manager appointed by the court, registration
shall not be necessary; and
(iv) a purchase or acquisition of property by two or
more persons as joint tenants or tenants in
common is not of itself to be deemed carrying on
a business whether or not the owners share any
profits arising from the sale thereof
4. Where a firm, individual, or corporation having a place of business
within Belize carries on the business wholly or mainly as nominee or trustee
of or for another person, or other persons, or another corporation, or acts as
general agent for any foreign firm, the first mentioned firm, individual, or
corporation shall be registered in the manner provided by this Act and, in
addition to the other particulars required to be furnished and registered, there
shall be furnished and registered the particulars mentioned in the Schedule:
Provided that where the business is carried on by a trustee in
bankruptcy or the Official Receiver or a receiver or manager appointed by
the court, registration under this section shall not be necessary.
5.-(1) Every firm or person required under this Act to be registered shall
furnish to the Registrar a statement in writing in the prescribed form
containing the following particulars-
(a) the business name;
(b) the general nature of the business;
(c) the principal place of the business;
Registration by
nominee, etc.
Schedule.
Manner and
particulars of
registration.
(d) where the registration to be effected is that of a firm,
the present christian name and surname, any former
christian name or surname, the nationality, and if that
nationality is not the nationality of origin, the nationality
of origin, the usual residence, and the other business
occupation, if any, of each of the individuals who are
partners, and the corporate name and registered or
principal office of every corporation which is a partner;
(e) where the registration to be effected is that of an
individual, the present christian name and surname, any
former christian name or surname, the nationality, and if
that nationality is not the nationality of origin, the
nationality of origin, the usual residence, and the other
business occupation, if any, of such individual;
(f) where the registration to be effected is that of a
corporation, its corporate name and registered or
principal office;
(g) if the business is commenced after the commencement
of this Act, the date of the commencement of the
business.
(2) Where a business is carried on under two or more business
names, each of those business names shall be stated.
6. The statement required for the purpose of registration must in the
case of an individual be signed by him, and in the case of a corporation by a
director or secretary thereof, and in the case of a firm either by all the
individuals who are partners, and by a director or the secretary of all
corporations which are partners or by some individual who is a partner, or a
director or the secretary of some corporation which is a partner, and in
Statement to be
signed by
persons
registering.
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Belmopan, by the authority of
the Government of Belize.
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either of the last two cases must be verified by a statutory declaration made
by the signatory:
Provided that no such statutory declaration stating that any person
other than the declarant is a partner, or omitting to state that any person other
than as aforesaid is a partner, shall be evidence for or against any such other
person in respect of his liability or non-liability as a partner, and that the court
may, on application of any person alleged or claiming to be a partner, direct
the rectification of the register and decide any question arising under this
section.
7.-(1) The particulars required to be furnished under this Act shall be
furnished within fourteen days after the firm or person commences business,
or the business in respect of which registration is required, as the case may
be:
Provided that if such firm or person has carried on such business
before the coming into force of this Act or commences such business within
two months thereafter, the statement of particulars shall be furnished after the
expiration of two months and before the expiration of three months from the
coming into force of this Act and that if at the expiration of the said two
months the conditions affecting the firm or persons have ceased to be such as
to require registration under this Act, the firm or person need not be
registered so long as such conditions continue.
(2) This section shall apply, in the case where registration is required in
consequence of a change of name, as if for references to the date of the
commencement of the business there were substituted reference to the date
of such change.
8. Whenever a change is made or occurs in any of the particulars
registered in respect of any firm or person, such firm or person shall, within
fourteen days after such change, or such longer period as the Registrar may,
on application being made in any particular case, whether before or after the
Time for
registration.
Registration of
changes in firm.
expiration of such fourteen days, allow, furnish to the Registrar a statement
in writing in the prescribed form specifying the nature and date of the change
signed, and where necessary verified, in like manner as the statement
required on registration.
9. If any firm or person required by this Act to furnish a statement of
particulars or of any change in particulars shall without reasonable excuse
make default in so doing in the manner and within the time specified by this
Act, every partner in the firm or the person so in default is liable on
summary conviction to a fine not exceeding fifty dollars for every day during
which the default continues, and the magistrate shall order a statement of the
required particulars or change in the particulars to be furnished to the
Registrar within such time as may be specified in the order.
10.-(1) Where any firm or person required by this Act to furnish a statement
of particulars or of any change in particulars has made default in so doing,
then the rights of that defaulter under or arising out of any contract made or
entered into by or on behalf of such defaulter in relation to the business in
respect to the carrying on of which particulars were required to be
furnished,at any time while he is in default, shall not be enforceable by action
or other legal proceeding either in the business name or otherwise:
Provided that-
(a) the defaulter may apply to the court for relief against
the disability imposed by this section, and the court, on
being satisfied that the default was accidental, or due to
inadvertence or some other sufficient cause, or that on
other grounds it is just and equitable to grant relief, may
grant such relief either generally or as respects any
particular contracts, on condition of the costs of the
application being paid by the defaulter, unless the court
otherwise orders, and on such other conditions, if any,
as the court may impose, but such relief shall not be
Penalty for default
in registration.
Disability of
persons in
default.
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Business Names [CAP. 247
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granted except on such service and such publication of
notice of the application as the court may order, nor
shall relief be given in respect of any contract if any
party to the contract proves to the satisfaction of the
court that, if this Act had been complied with, he would
not have entered into the contract;
(b) nothing herein contained shall prejudice the rights of any
other parties as against the defaulter in respect of such
contract as aforesaid;
(c) if any action or proceeding is commenced by any other
party against the defaulter to enforce the rights of such
party in respect of such contract, nothing herein
contained shall preclude the defaulter from enforcing in
that action or proceeding, by way of counterclaim, set
off, or otherwise, such rights as he may have against that
party in respect of such contract.
(2) Without prejudice to the power of the court to grant such relief,
if any proceeding to enforce any contract is commenced by a defaulter in a
district court, such last named court may, as respects that contract, grant such
relief.
11. If any statement required to be furnished under this Act contains any
matter which is false in any material particular to the knowledge of any
person signing it, that person is on summary conviction liable to a fine not
exceeding three hundred dollars, or to imprisonment not exceeding three
months, or to both such fine and term of imprisonment.
12.-(1) The Registrar may require any person to furnish to him such
particulars as he thinks necessary for the purpose of ascertaining whether or
not such person or the firm of which he is partner should be registered under
this Act, or an alteration made in the registered particulars, and may also, in
Penalty for false
statements.
Duty to furnish
particulars to
Registrar.
the case of a corporation, require the secretary, or any other officer of a
corporation performing the duties of secretary, to furnish such particulars.
(2) Any person, when so required, who fails to supply such
particulars as it is in his power to give, or furnishes particulars which are
false in any material particular, is on summary conviction liable to imprison-
ment for a term not exceeding three months or to a fine not exceeding two
hundred dollars, or to both such fine and term of imprisonment.
(3) Where from any information so furnished it appears to the Re-
gistrar that any firm or person ought to be registered under this Act, or an
alteration ought to be made in the registered particulars, the Registrar may
require the firm or person to furnish to him the required particulars within
such time as may be allowed by the Registrar, but, where any default under
this Act has been discovered from the information acquired under this
section, no proceedings under this Act shall be taken against any person in
respect of such default prior to the expiration of the time within which the
firm or person is required by the Registrar under this section to furnish
particulars to him.
13. On receiving any statement or statutory declaration made in
pursuance of this Act, the Registrar shall cause the same to be filed, and he
shall send by post or deliver a certificate of the registration thereof to the
firm or person registering, and the certificate or a certified copy thereof shall
be kept exhibited in a conspicuous position at the principal place of business
of the firm or individual, and, if not kept so exhibited, every partner in the
firm or the person, as the case may be, is liable on summary conviction to a
fine no exceeding two hundred dollars.
14. The Registrar shall keep an index of all the firms and persons
registered under this Act.
15.-(1) Where any firm or individual registered under this Act ceases to
carry on business, it shall be the duty of the persons who were partners in
Registrar to file
statement and
issue certificate of
registration.
Index to be kept.
Removal of names
from register.
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Belmopan, by the authority of
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Business Names [CAP. 247
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the firm at the time when it ceased to carry on business, or of the individual,
or, if he is dead, his personal representative, within three months after the
business has ceased to be carried on, to deliver to the Registrar notice in the
prescribed form that the firm or individual has ceased to carry on business.
(2) Any person whose duty it is to give such notice who fails to do so
within such time as aforesaid, shall be liable on summary conviction to a fine
not exceeding two hundred dollars.
(3) On receipt of such notice the Registrar may remove the firm or
individual from the register.
(4) Where the Registrar has reasonable cause to believe that any firm
or individual registered under this Act is not carrying on business, he may
send to the firm or individual by registered post a notice that, unless an
answer is received to such notice within one month from the date thereof, the
firm or individual may be removed from the register.
(5) Where the Registrar either receives an answer from the firm or
individual to the effect that the firm or individual is not carrying on business,
or does not, within one month after sending the notice, receive an answer, he
may remove the firm or individual from the register.
16.-(1) Where any business name under which the business of a firm or
individual is carried on contains any word which, in the opinion of the
Registrar, is calculated to lead to the belief that the business is under the
ownership or control of Commonwealth citizens, and the Registrar is satisfied
that the nationality of the persons by whom the business is wholly or mainly
owned or controlled is at any time such that the name is misleading, the
Registrar shall refuse to register such business name, or, as the case may be,
remove such business name from the register.
(2) Any person aggrieved by a decision of the Registrar under this
section may appeal to a judge in chambers whose decision shall be final.
Misleading
business names.
(3) The registration of a business name under this Act shall not be
construed as authorising the use of that name if, apart from such registration,
the use thereof could be prohibited.
17.-(1) Any person may inspect the documents filed by the Registrar on
payment of such fees as may be prescribed not exceeding fifty dollars for
each inspection, and any person may require a certificate of the registration
of any firm or person, or a copy of or extract from any registered statement,
to be certified by the Registrar, and there shall be paid for such certificate of
registration, certified copy, or extract such fees as may be prescribed, not
exceeding fifty dollars for the certificate of registration, and not exceeding
twenty-five dollars for each folio of seventy-two words, of the entry, copy
or extract.
(2) A certificate of registration, or a copy of or extract from any
statement registered under this Act, if duly certified to be a true copy or
extract under the hand of the Registrar (whom it shall not be necessary to
prove to be the Registrar) shall, in all legal proceedings, civil or criminal, be
received in evidence.
18.-(1) The Minister may make rules concerning any of the following
matters-
(a) the fees to be paid to the Registrar under this Act, but
so that they do not exceed the sum of one hundred
dollars for the registration of any one statement;
(b) the forms to be used under this Act;
(c) the duties to be performed by the Registrar under this
Act; and
(d) generally, the conduct and regulation of registration
under this Act, and any matters incidental thereto.
Inspection of
statements
registered.
Minister may
make rules.
40 of 1963.
23 of 1985.
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Belmopan, by the authority of
the Government of Belize.
Business Names [CAP. 247
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(2) All fees payable in pursuance of any such rules shall be paid into
the Consolidated Revenue Fund.
19.-(1) Every individual and firm required by this Act to be registered shall, in
all trade catalogues, trade circulars, and business letters, on or in which the
business name appears and which are issued or sent by the individual or firm
to any person or firm outside Belize, have mentioned in legible characters-
(a) in the case of an individual, his present christian name or
the initials thereof, and present surname; and
(b) in the case of a firm, the present christian names or the
initials thereof and present surnames, of all the partners
in the firm or, in the case of a corporation being a
partner, the corporate name.
(2) Where default is made in compliance with this section, the
individual or, as the case may be, every member of the firm, is on summary
conviction liable for each offence to a fine not exceeding one hundred dollars.
(3) No proceedings shall be instituted under this section except by or
with the consent of the Director of Public Prosecutions.
20. Where a corporation commits an offence under this Act, every
director, secretary, and officer of the corporation who is knowingly a party to
the default commits a like offence and is liable to a like penalty.
21.-(1) Whenever any person desires to transfer his business, or to transfer
or sell, with a view to the transfer or abandonment of any business, any
stock-in-trade or other assets held or used for the purpose of such business,
notice of the proposed transfer or sale, and the date thereof, shall be
advertised by that person, before the date upon which the transfer or sale is
to take effect, in three consecutive issues of the Gazette, and once a week
for three consecutive weeks in any local newspaper circulating in Belize.
Publication of
true names, etc.
1 of 1969.
Offences by
corporations.
Transfer of
business or
stock-in-trade.
(2) Every agreement to transfer or sell any business, or to transfer or
sell, with a view to transfer or abandonment of any business, any stock-in-
trade or other assets held or used for the purpose of such business, or to
reconstitute any business, shall be void as against creditors of the business,
unless the provisions of subsection (1) have been complied with.
(3) Any person carrying on any business who fails to give the notice
prescribed in subsection (1) commits an offence and is on summary
conviction liable to a fine not exceeding five hundred dollars or in default of
payment to six months’ imprisonment.
(4) For the purposes of this section, unless inconsistent with the
context, “business” means any business carried on in Belize by one or more
persons, whether in partnership or not, but does not include-
(a) a company registered under the Companies Act;
(b) a society registered under the Co-operative Societies
Act;
(c) the business of a hawker or pedlar; or
(d) the business of an attorney-at-law.
22. This Act applies throughout Belize.
________
CAP. 250.
CAP. 313.
Application.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Business Names [CAP. 247
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SCHEDULE
[Section 4]
Description of Firm, etc. The additional particulars.
Where the firm, individual, or The present christian name and
corporation required to be surname, any former name,
registered carries on business as nationality, and if that nationality
nominee or trustee. is not the nationality of origin, then
the nationality of origin, and
usual residence, or, as the case
may be, the corporate name, of
every person or corporation on
whose behalf the business is
carried on:
Provided that if the business is
carried on under any trust and any
of the beneficiaries are a class of
children or other persons, a descrip-
tion of the class shall be sufficient.
Where the firm, individual, or The business name and address
corporation required to be of the firm or person as agent for
registered carries on business as whom the business is carried on:
general agent for any foreign Provided that if the business
firm. is carried on as agent for three or
more foreign firms it shall be
sufficient to state the fact that the
business is so carried on, specifying
the countries in which such foreign
firms carry on business.
