CAP. 250 COMPANIES ACT BELIZE
COMPANIES ACT
CHAPTER 250
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
COMPANIES ACT 23
Amendments in force as at 31st December, 2000.
BELIZE
COMPANIES ACT
CHAPTER 250
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
COMPANIES ACT 23
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.
Companies [CAP. 250
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CHAPTER 250
COMPANIES
ARRANGEMENT OF SECTIONS
1. Short title.
2. Interpretation.
PART I
Constitution and Incorporation
Prohibition of Large Partnerships
3. Prohibition of partnerships exceeding certain number.
Memorandum of Association
4. Mode of forming incorporated company.
5. Requirements with respect to memorandum.
6. Stamp and signature of memorandum.
7. Restriction on alteration of memorandum.
8. Mode in which and extent to which objects of company may be
altered.
9. Name of company and change of name.
Articles of Association
10. Regulations required in case of unlimited company or company
limited by guarantee.
11. Application of Table A.
12. Form, stamp and signature of articles.
13. Alteration of articles by special resolution.
General Provisions
14. Effect of memorandum and articles.
15. Registration of memorandum and articles.
16. Effect of registration.
17. Conclusiveness of certificate of incorporation.
18. Copies of memorandum and articles to be given to members.
Associations not for Profit
19. Restriction on charitable and other companies holding land.
20. Power to dispense with “Limited” in name of charitable and other
companies.
Companies Limited by Guarantee
21. Provisions as to companies limited by guarantee.
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22. Power of the Attorney General to vary fees.
PART II
Distribution and Reduction of Share Capital, Registration of Unlimited
Company as Limited and Unlimited Liability of Directors
Distribution of Share Capital
23. Nature of shares and the numbering thereof
24. Certificate of shares or stock.
25. Definition of member.
26. Register of members.
27. Annual list of members and summary.
28. Trusts not to be entered on register.
29. Registration of transfer at request of transferor.
30. Transfer by personal representative.
31. Inspection of register of members.
32. Power to close register.
33. Power of court to rectify register.
34. Register to be evidence.
Branch Registers
35. Registrar may license companies to keep branch registers.
36. Notice to company keeping a branch register without a licence, and
proceedings consequent thereon.
37. Stamp duties in case of shares registered in registers.
Share Warrants and Provisions as to Share Capital
38. Issue and effect of share warrants to bearer.
39. Forgery, personation, unlawfully engraving plates, etc.
40. Power of company to arrange for different amounts being paid on
shares.
41. Power to return accumulated profits in reduction of paid-up share
capital.
42. Power of company limited by shares to alter its share capital.
43. Notice to Registrar of consolidation of share capital, conversion of
shares into stock, etc.
44. Effects of conversion of shares into stock.
45. Notice of increase of share capital or of members.
46. Reorganisation of share capital.
47. Power to issue redeemable preference shares.
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Reduction of Share Capital
48. Special resolution for reduction of share capital.
49. Application to court for confirming order.
50. Addition to name of company of “and reduced”.
51. Objections by creditors, and settlement of list of objecting creditors.
52. Order confirming reduction.
53. Registration of order and minute of reduction.
54. Minute to form part of memorandum.
55. Liability of members in respect of reduced shares.
56. Penalty on concealment of name of creditor.
57. Publication of reasons for reduction.
58. Increase and reduction of share capital in case of a company limited by
guarantee having a share capital.
Registration of Unlimited Company as Limited
59. Registration of unlimited company as limited.
60. Power of unlimited company to provide for reserve share capital on
re-registration.
Reserve Liability of Limited Company
61. Reserve liability of limited company.
Unlimited Liability of Directors
62. Limited company may have directors with unlimited liability.
63. Special resolution of limited company making liability of directors
unlimited.
PART III
Management and Administration
Office and Name
64. Registered office of company.
65. Publication of name by a limited company.
Meetings and Proceedings
66. Annual general meeting.
67. First statutory meeting of company.
68. Convening of extraordinary general meeting on requisition.
69. Provisions as to meetings and votes.
70. Representation of companies at meetings of other companies of which
they are members.
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71. Extraordinary and special resolution.
72. Registration and copies of special resolutions.
73. Minutes of proceedings of meetings of company and of directors and
managers.
Appointment, Qualification, etc., of Directors and Other Officers
74. Restrictions on appointment or advertisement of director.
75. Qualification of director.
76. Validity of acts of directors.
77. List of directors to be sent to Registrar.
Contracts, etc.
78. Form of contracts.
79. Bills of exchange and promissory notes.
80. Execution of deeds abroad.
81. Power for company to have official seal for use abroad.
Prospectus
82. Dating of prospectus.
83. Specific requirements as to particulars of prospectus.
84. Obligations of companies where no prospectus is issued.
85. Restriction on alteration of terms mentioned in prospectus or
statement in lieu of prospectus.
86. Liability for statements in prospectus.
Allotment
87. Restriction as to allotment.
88. Effect of irregular allotment.
89. Restrictions on commencement of business.
90. Return as to allotments.
Commissions and Discounts
91. Power to pay certain commissions, and prohibition of payment of all
other commissions, discounts, etc.
92. Statement in balance sheet as to commissions and discounts.
Payment of Interest out of Capital
93. Power of company to pay interest out of capital in certain cases.
Certificates of Shares, etc.
94. Limitation of time for issue of certificates.
Information as to Mortgages, Charges, etc.
95. Registration of mortgages and charges.
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96. Registration of enforcement of security.
97. Filing of accounts of receivers and managers.
98. Rectification of register of mortgages.
99. Entries of satisfaction and release of property from charge.
100. Index to register of mortgages and charges.
101. Penalties.
102. Company’s register of mortgages.
103. Right to inspect copies of instruments creating mortgages and
charges and company’s register of mortgages.
104. Right of debenture holders to inspect the register of debenture
holders and to have copies of trust deed.
Debentures and Floating Charges
105. Perpetual debentures.
106. Power to re-issue redeemed debentures in certain cases.
107. Specific performance of contract to subscribe for debentures.
108. Payments of certain debts out of assets subject to floating charge in
priority to claims under the charge.
Statement to be Published by Banking and Certain Other Companies
109. Certain companies to publish statement in Schedule.
Inspection and Audit
110. Investigation of affairs of company.
111. Power of company to appoint inspectors.
112. Report of inspectors to be evidence.
113. Appointment and remuneration of auditors.
114. Powers and duties of auditors.
115. Rights of preference shareholders, etc., as to receipt and inspection
of reports, etc.
Carrying on Business with Less than the Legal Minimum of Members
116. Prohibition of carrying on business with fewer than seven or, in the
case of a private company, two members.
Service and Authentication of Documents
117. Service of documents on company.
118. Authentication of documents.
Tables and Forms
119. Application and alteration of tables and forms.
Arbitration
120. Arbitration between companies and others.
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Power to Compromise
121. Power to compromise with creditors and members.
Private Companies
122. Meaning of “private company”.
PART IV
Winding-Up
Preliminary
123. Modes of winding-up.
Contributories
124. Liability as contributories of present and past members.
125. Definition of “contributory.”
126. Nature of liability of contributory.
127. Contributories in case of death of member.
128. Contributories in case of bankruptcy of member.
129. Provision as to married women.
Winding-Up by Court
130. Circumstances in which company may be wound-up by court.
131. Company when deemed unable to pay its debts.
132. Jurisdiction to wind-up companies in Belize.
133. Provisions as to applications for winding-up.
134. Effect of winding-up order.
135. Commencement of winding-up by court.
136. Power to stay or restrain proceedings against company.
137. Powers of court on hearing petition.
138. Actions stayed on winding-up order.
139. Copy of order to be forwarded to Registrar.
140. Power of court to stay winding-up.
141. Court may have regard to wishes of creditors or contributories.
Official Receiver
142. Definition of “Official Receiver.”
143. Statement of company’s affairs to be submitted to Official Receiver.
144. Report by Official Receiver.
Liquidators
145. Appointment, remuneration and title of liquidators.
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146. Custody of company’s property.
147. Powers of liquidator.
148. Meetings of creditors and contributories to determine whether
committee of inspection shall be appointed.
149. Liquidator to give information to Official Receiver.
150. Payments of liquidator into bank.
151. Audit of liquidator’s accounts in winding-up.
152. Books to be kept by liquidator in winding-up.
153. Release of liquidators.
154. Exercise and control of liquidator’s powers.
155. Control over liquidators.
Committee of Inspection, Special Manager, Receiver
156. Committee of inspection in winding-up.
157. Power to appoint special manager.
158. Power to appoint Official Receiver as receiver for debenture holders
or creditors.
Ordinary Powers of Court
159. Settlement of list of contributories and application of assets.
160. Power to require delivery of property.
161. Power to order payment of debts by contributory.
162. Power of court to make calls.
163. Power to order payment into bank.
164. Order on contributory conclusive evidence.
165. Power to exclude creditors not proving in time.
166. Adjustment of rights of contributories.
167. Power to order costs.
168. Dissolution of company.
169. Delegation to liquidator of certain powers of court.
Extraordinary Powers of Court
170. Power to summon persons suspected of having property of company.
171. Power to order public examination of promoters, directors, etc.
172. Power to arrest absconding contributory.
173. Powers of court cumulative.
Enforcement of Orders
174. Power to enforce orders.
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Voluntary Winding-Up
175. Circumstances in which company may be wound-up voluntarily.
176. Commencement of voluntary winding-up.
177. Effect of voluntary winding-up on status of company.
178. Notice of resolution to wind-up voluntarily.
179. Consequences of voluntary winding-up.
180. Notice by liquidator of his appointment.
181. Rights of creditors in a voluntary winding-up.
182. Power to fill vacancy in office of liquidator.
183. Delegation of authority to appoint liquidators.
184. Arrangement; when binding on creditors.
185. Power of liquidator to accept shares, etc., as consideration for sale
of property of company.
186. Power to apply to court.
187. Power of liquidator to call general meeting.
188. Final meeting and dissolution.
189. Costs of voluntary liquidation.
190. Saving for rights of creditors and contributories.
191. Power of court to adopt proceedings of voluntary winding-up.
Winding-Up Subject to Supervision of Court
192. Power to order winding-up subject to supervision.
193. Effect of petition for winding-up subject to supervision.
194. Court may have regard to wishes of creditors and contributories.
195. Power of court to appoint liquidator.
196. Power to remove liquidator.
197. Effect of supervision order.
Supplemental Provisions
198. Avoidance of transfers, etc., after commencement of winding-up.
199. Debts of all descriptions to be proved.
200. Application of bankruptcy rules in winding-up of insolvent
companies.
201. Preferential payments.
202. Fraudulent preference.
203. Avoidance of certain attachments, executions, etc.
204. Effect of floating charge.
205. General scheme of liquidation may be sanctioned.
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206. Power of court to assess damages against delinquent directors, etc.
207. Penalty for falsification of books.
208. Prosecution of delinquent directors, etc.
209. Penalty on perjury.
210. Meetings to ascertain wishes of creditors or contributories.
211. Books of company to be evidence.
212. Inspection of books.
213. Disposal of books and papers of company.
214. Power of court to declare dissolution of company void.
215. Information as to pending liquidations.
216. Affidavits, etc.
217. “Companies Liquidation Account” defined.
Rules and Fees
218. Rules and fees for winding-up.
219. Powers to make rules of procedure.
Removal of Defunct Companies from Register
220. Registrar may strike defunct company off register.
PART V
Registration Office and Fees
221. Registration office.
222. Fees.
PART VI
Application of Act to Companies Formed and Registered under Former
Enactments
223. Application of Act to companies formed under former Companies
Acts.
224. Application of Act to companies registered under former laws.
225. Application of Act to companies registered under former Acts.
PART VII
Companies Authorised to Register under this Act
226. Companies capable of being registered.
227. Definition of “joint stock company.”
228. Liability of bank of issue unlimited in respect of notes.
229. Requirements for registration by joint stock companies.
230. Requirements for registration by other than joint stock companies.
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231. Authentication of statements of existing companies.
232. Registrar may require evidence as to nature of company.
233. Exemption of certain companies from payment of fees.
234. Addition of “Limited” to name.
235. Certificate of registration of existing companies.
236. Vesting of property on registration.
237. Saving for existing liabilities.
238. Continuation of existing actions.
239. Effect of registration.
240. Power to substitute memorandum and articles for deed of settlement.
241. Power of court to stay or restrain proceedings.
242. Actions stayed on winding-up order.
PART VIII
Winding-up of Unregistered Companies
243. Meaning of “unregistered company”.
244. Winding-up of unregistered companies.
245. Contributories in winding-up of unregistered company.
246. Power of court to stay or restrain proceedings.
247. Actions stayed on winding-up order.
248. Directions as to property in certain cases.
249. Provisions of this Part cumulative.
PART IX
Companies Established Outside Belize
250. Overseas company.
251. Documents, etc., to be delivered to Registrar by overseas companies
carrying on business in Belize.
PART X
Supplemental Remedies, Legal Proceedings, Offences, Etc.
252. Prosecution of offences.
253. Applications of fines.
254. Costs in actions by certain limited companies.
255. Power of court to grant relief in certain cases.
256. Penalty for false statement.
257. Penalty for improper use of word “Limited”.
258. Companies (Winding-up) Rules applied to Belize. Construction of
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the court to be final.
FIRST SCHEDULE
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SECOND SCHEDULE
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THIRD SCHEDULE
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FOURTH SCHEDULE
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CHAPTER 250
COMPANIES
[23rd April, 1914]
1. This Act may be cited as the Companies Act.
2.-(1) In this Act, unless the context otherwise requires:-
“articles” means the articles of association of a company, as originally or as
altered by special resolution, including, so far as they apply to the company, the
regulations contained (as the case may be) in Table A in the First Schedule;
“books and papers” and “books or papers” include accounts, deeds, writings
and documents;
Interpretation.
Ch. 206.
R. L., 1958.
CAP. 206,
R. E. 1980-1990.
9 of 1960.
40 of 1963.
10 of 1966.
15 of 1975.
8 of 1980.
27 of 1980.
12 of 1985.
3 of 1987.
22 of 1987.
13 of 1993.
18 of 1998.
Short title.
Table A,
First Schedule.
“Company” means a company formed and registered under this Act or an
existing company;
“court” means the Supreme Court;
“debenture” includes debenture stock;
“director” includes any person occupying the position of director by whatever
name called;
“document” includes summons, notice, order and other legal process, and
registers;
“existing company” means a company formed and registered under any previous
Act or Ordinance providing for the incorporation, management and winding-
up of trading companies and other associations;
“the Gazette” means the Government Gazette;
“general rules” means general rules made under this Act, and includes forms;
“memorandum” means the memorandum of association of a company, originally
framed or as altered in pursuance of the provisions of this Act;
“prescribed” means, as respects the provisions of this Act relating to the
winding-up of companies, prescribed by general rules made under section
216 or by the Companies (Winding-up) Rules, 1909 (Imperial), and as respects
the other provisions of this Act, prescribed by the Minister;
“printed” includes typewritten;
“prospectus” means any prospectus, notice, circular, advertisement or other
invitation, offering to the public for subscription or purchase any shares or
debentures of a company;
S. R. & O.
(U.K.)
Mar. 29, 1909.
40 of 1963.
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“Registrar of Companies” or ‘the Registrar” means the Registrar General;
“share” means share in the share capital of a company, and includes stock
except where a distinction between stock and shares is expressed or implied.
PART I
Constitution and Incorporation
Prohibition of Large Partnerships
3.-(1) No company, association, or partnership consisting of more than ten
persons shall be formed for the purpose of carrying on the business of banking,
unless it is registered as a company under this Act, or is formed in pursuance of
some other Act or law or Letters Patent.
(2) No company, association, or partnership consisting of more than
twenty persons shall be formed for the purpose of carrying on any other busi-
ness that has for its object the acquisition of gain by the company, association,
or partnership, or by the individual members thereof, unless it is registered as a
company under this Act, or is formed in pursuance of some other Act or law.
Memorandum of Association
4. Any seven or more persons (or, where the company to be formed will
be a private company within the meaning of this Act, any two or more persons)
associated for any lawful purpose may, by subscribing their names to a
memorandum of association and otherwise complying with the requirements of
this Act in respect of registration, form an incorporated company, with or without
limited liability (that is to say), either-
(a) a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares re-
spectively held by them (in this Act termed a company limited
Prohibition of
partnerships
exceeding
certain number.
Mode of
forming
incorporated
company.
by shares); or
(b) a company having the liability of its members limited by
the memorandum to such amount as the members may
respectively thereby undertake to contribute to the assets of
the company in the event of its being wound-up (in this Act
termed a company limited by guarantee); or
(c) a company not having any limit on the liability of its members
(in this Act termed an unlimited company).
5.-(1) The memorandum of every company must state-
(a) the name of the company, with “limited” as the last word of
the name in the case of a company limited by shares or by
guarantee;
(b) the address in Belize at which the registered office of
the company is to be situated;
(c) the objects of the company.
(2) The memorandum of a company limited by shares or by guar-
antee must also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee must also
state that each member undertakes to contribute to the assets of the com-
pany in the event of its being wound-up while he is a member, or within one
year after he ceases to be a member, for payment of the debts and liabili-
ties of the company contracted before he ceases to be a member and of the
costs, charges and expenses of winding-up, and for adjustment of the rights
of the contributories among themselves, such amount as may be required,
not exceeding a specified amount.
Requirements
with respect to
memorandum.
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(4) In the case of a company having a share capital-
(a) the memorandum must also, unless the company is an
unlimited company, state the amount of share capital with
which the company proposes to be registered and the division
thereof into shares of a fixed amount;
(b) no subscriber of the memorandum may take less than one share;
(c) each subscriber must write opposite to his name the number of
shares he takes.
6. The memorandum must bear the same stamp as if it were a deed, and
must be signed by each subscriber in the presence of at least one witness who
must attest the signature.
7. A company may not alter the conditions contained in its memorandum
except in the cases and in the mode and to the extent for which express provision
is made in this Act.
8.-(1) Subject to this section, a company may, by special resolution, alter the
provisions of its memorandum with respect to the objects of the company, so
far as may be required to enable it-
(a) to carry on its business more economically or more efficiently;
or
(b) to attain its main purpose by new or improved means; or
(c) to enlarge or change the local area of its operations; or
(d) to carry on some business which under existing circumstances
may conveniently or advantageously be combined with the
business of the company; or
Stamp and
signature of
memorandum.
Restriction on
alteration of
memorandum.
Mode in which
and extent to
which objects
of company
may be altered.
(e) to restrict or abandon any of the objects specified in the memo-
randum.
(2) The alteration shall not take effect until and except in so far as it
is confirmed on petition by the court.
(3) Before confirming the alteration, the court must be satisfied-
(a) that sufficient notice has been given to every holder of
debentures of the company, and to any persons or class of
persons whose interests will, in the opinion of the court, be
affected by the alteration; and
(b) that, with respect to every creditor who in the opinion of the
court is entitled to object, and who signifies his objection
in manner directed by the court, either his consent to the
alteration has been obtained or his debt or claim has been
discharged or has determined, or has been secured to the
satisfaction of the court:
Provided that the court may, in the case of any person or class, for special
reasons, dispense with the notice required by this section.
(4) The court may make an order confirming the alteration either
wholly or in part, and on such terms and conditions as it thinks fit, and may
make such order as to costs as it thinks proper.
(5) The court shall, in exercising its discretion under this section,
have regard to the rights and interests of the members of the company or of
any class of them, as well as to the rights and interests of the creditors, and
may, if it thinks fit, adjourn the proceedings in order that an arrangement may
be made to the satisfaction of the court for the purchase of the interests of
dissentient members; and may give such directions and make such orders as it
may think expedient for facilitating or carrying into effect any such arrangement:
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Provided that no part of the capital of the company may be expended in any
such purchase.
(6) An office copy of the order confirming the alteration, together
with a printed copy of the memorandum as altered, shall, within fifteen days
from the date of the order, be delivered by the company to the Registrar, and he
shall register the same, and shall certify the registration under his hand, and the
certificate shall be conclusive evidence that all the requirements of this Act with
respect to the alteration and the confirmation thereof have been complied with,
and thenceforth the memorandum so altered shall be the memorandum of the
company.
(7) The court may by order at any time extend the time for the deliv-
ery of documents to the Registrar under this section for such period as the court
may think proper.
(8) If a company makes default in delivering to the Registrar any
document required by this section to be delivered to him, the company shall be
liable to a fine not exceeding fifty dollars for every day during which it is in
default.
9.-(1) A company may not be registered by a name identical with that by
which a company in existence is already registered, or so nearly resembling that
name as to be calculated to deceive, except where the company in existence is
in the course of being dissolved and signifies its consent in such manner as the
Registrar requires.
(2) If a company, through inadvertence or otherwise, is, without such
consent as mentioned in subsection (1), registered by a name identical with that
by which a company in existence is previously registered, or so nearly resem-
bling it as to be calculated to deceive, the first-mentioned company may, with
the sanction of the Registrar, change its name.
Name of
company and
change of
name.
(3) A company may by special resolution and with the approval of
the Minister signified in writing change its name.
(4) Where a company changes its name under this section, the
Registrar shall enter the new name on the register in place of the former name,
and shall issue a certificate of incorporation altered to meet the circumstances
of the case.
(5) A change of name by a company under this section shall not
affect any rights or obligations of the company or render defective any legal
proceedings by or against the company, and any legal proceedings that might
have been continued or commenced against it by its former name may be
continued or commenced against it by its new name.
Articles of Association
10.-(1) There may, in the case of a company limited by shares, and there
shall, in the case of a company limited by guarantee or unlimited, be registered
with the memorandum articles of association signed by the subscribers to the
memorandum and prescribing regulations for the company.
(2) Articles of association may adopt all or any of the regulations
contained in Table A in the First Schedule.
(3) In the case of an unlimited company or a company limited by
guarantee, the articles, if the company has a share capital, must state the amount
of share capital with which the company proposes to be registered.
(4) In the case of an unlimited company or a company limited by
guarantee, if the company has not a share capital, the articles must state the
number of members with which the company proposes to be registered, for
the purpose of enabling the Registrar to determine the fees payable on
registration.
Regulations
required in case
of unlimited
company or
company limited
by guarantee.
Table A.
First Schedule.
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11. In the case of a company limited by shares and registered after the
commencement of this Act, if articles are not registered, or, if articles are
registered, in so far as the articles do not exclude or modify the regulations in
Table A in the First Schedule, those regulations shall, so far as applicable, be
the regulations of the company in the same manner and to the same extent as if
they were contained in duly registered articles.
12. Articles must-
(a) be printed;
(b) be divided into paragraphs numbered consecutively;
(c) bear the same stamp as if they were contained in a deed; and
(d) be signed by each subscriber of the memorandum of
association in the presence of at least one witness, who must
attest the signature.
13. Subject to this Act and to the conditions contained in its memorandum,
a company may by special resolution alter or add to its articles, and any alteration
or additions so made shall be as valid as if originally contained in the articles and
be subject in like manner to alteration by special resolution.
General Provisions
14.-(1) The memorandum and articles shall, when registered, bind the company
and the members thereof to the same extent as if they respectively had been
signed and sealed by each member, and contained covenants on the part of
each member, his executors and administrators, to observe all the provisions of
the memorandum and of the articles, subject to this Act.
(2) All money payable by any member to the company under the
memorandum or articles shall be a debt due from him to the company, and be
Application of
Table A.
Form, stamp
and signature
of articles.
Alteration of
articles by
special
resolution.
Effect of
memorandum
and articles.
First Schedule.
of the nature of a specialty debt.
15. The memorandum and the articles (if any) shall be delivered to the
Registrar, and he shall retain and register them.
16.-(1) On the registration of the memorandum of a company, the Registrar
shall certify under his hand that the company is incorporated, and in the case
of a limited company, that the company is limited.
(2) From the date of incorporation mentioned in the certificate of
incorporation, the subscribers of the memorandum, together with such other
persons as may from time to time become members of the company, shall be
a body corporate by the name contained in the memorandum, capable forth-
with of exercising all functions of an incorporated company, and having per-
petual succession and a common seal, with power to hold lands, but with such
liability on the part of the members to contribute to the assets of the company
in the event of its being wound-up as is mentioned in this Act.
17.-(1) A certificate of incorporation given by the Registrar in respect of any
association shall be conclusive evidence that all the requirements of this Act in
respect of registration and of matters precedent and incidental thereto have
been complied with, and that the association is a company authorised to be
registered and duly registered under this Act.
(2) An attorney engaged in the formation of the company, or a per-
son named in the articles as a director or secretary of the company, shall
submit the memorandum and articles (if any) to the Attorney-General, who
shall certify them as being in compliance, with the requirements of this Act
before they are accepted by the Registrar. There shall be paid to the Attor-
ney-General for such certificate a fee of five hundred dollars.
(3) For the purposes of this section, “Attorney-General” includes
any officer or other person from time to time authorised by the Attorney-
General to act pursuant thereto.
Registration of
memorandum
and articles.
Effect of
registration.
Conclusiveness
of certificate of
incorporation.
12 of 1985.
13 of 1993.
27 of 1980.
12 of 1985.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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18.-(1) Every company shall send to every member, at his request, and on
payment of twenty-five cents or such less sum as the company may prescribe,
a copy of the memorandum and of the articles (if any).
(2) If a company makes default in complying with the requirements
of this section, it shall be liable for each offence to a fine not exceeding five
dollars.
Associations not for Profit
19. A company formed for the purpose of promoting art, science, religion,
charity or any like object, not involving the acquisition of gain by the company
or by its individual members, shall not, without the licence of the Minister, hold
more than two acres of land, but the Minister may by licence empower any
such company to hold lands in such quantity, and subject to such conditions, as
he thinks fit.
20.-(1) Where it is proved to the satisfaction of the Minister that an association
to be formed as a limited company is to be formed for promoting commerce,
art, science, religion, charity or any other useful object, and intends to apply its
profits (if any) or other income in promoting its objects, and to prohibit the
payment of any dividend to its members, the Minister may by licence direct that
the association be registered as a company with limited liability, without the
addition of the word “Limited” to its name, and the association may be registered
accordingly.
(2) A licence by the Minister under this section may be granted on
such conditions and subject to such regulations as he may think fit, and those
conditions and regulations shall be binding on the association, and shall, if the
Minister so directs, be inserted in the memorandum and articles, or in one of
those documents.
(3) The association shall on registration enjoy all the privileges of
limited companies, and be subject to all their obligations except those of using
Copies of
memorandum
and articles to
be given to
members.
Restriction on
charitable and
other compa-
nies holding
land.
40 of 1963.
Power to
dispense with
“Limited” in
name of
charitable and
other compa-
nies.
the word ‘Limited’ as any part of its name, and of publishing its name, and of
sending lists of members and directors and managers to the Registrar of Com-
panies.
(4) A licence under this section may at any time be revoked by the
Minister, and upon revocation the Registrar shall enter the word “Limited” at
the end of the name of the association upon the register, and the association
shall cease to enjoy the exemptions and privileges granted by this section:
Provided that before a licence is so revoked, the Minister shall give to
the association notice in writing of his intention, and shall afford the association
an opportunity of being heard in opposition to the revocation.
Companies Limited by Guarantee
21.-(1) In the case of a company limited by guarantee and not having a share
capital, every provision in the memorandum or articles or in any resolution of
the company purporting to give any person a right to participate in the divisible
profits of the company otherwise than as a member shall be void.
(2) For the purpose of this Act relating to the memorandum of a
company limited by guarantee and of this section, every provision in the memo-
randum or articles, or in any resolution, of any company limited by guarantee,
and one purporting to divide the undertaking of the company into shares or
interests shall be treated as a provision for a share capital, notwithstanding that
the nominal amount or number of the shares or interests is not specified thereby.
22. (1) The Attorney General may from time to time, by Order published in
the Gazette, vary the fees payable under this Part.
(2) Every Order made by the Attorney General under subsection
(1) above shall be laid before the National Assembly as soon as may be after
the making thereof and shall be subject to negative resolution.
Provisions as to
companies
limited by
guarantee.
40 of 1963.
Power of the
Attorney
General to vary
fees.
18 of 1998.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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PART II
Distribution and Reduction of Share Capital, Registration of Unlimited
Company as Limited and Unlimited Liability of Directors
Distribution of Share Capital
23.-(1) The shares or other interests of any member in a company shall be
personal estate, transferable in manner provided by the articles of the company,
and shall not be of the nature of real estate.
(2) Each share in a company having a share capital shall be distin-
guished by its appropriate number.
24. A certificate under the common seal of the company, specifying any
shares or stock held by any member, shall be prima facie evidence of the title
of the member to the shares or stock.
25.-(1) The subscribers of the memorandum of a company shall be deemed to
have agreed to become members of the company, and on its registration shall
be entered as members in its register of members.
(2) Every other person who agrees to become a member of a com-
pany, and whose name is entered in its register of members, shall be a member
of the company.
26.-(1) Every company shall keep a register of its members and enter therein
the following particulars-
(a) the names and addresses of the members, and the occupations, if
any, and in the case of a company having a share capital, a
statement of the shares held by each member, distinguishing
each share by its number, and of the amount paid or agreed to
Nature of
shares and the
numbering
thereof.
Certificate of
shares or
stock.
Definition of
member.
Register of
members.
be considered as paid on the shares of each member;
(b) the date at which each person was entered in the register as a
member;
(c) the date at which any person ceased to be a member.
(2) If a company fails to comply with this section, it shall be liable
to a fine not exceeding twenty-five dollars for every day during which the
default continues, and every director and manager of the company who
knowingly and wilfully authorises or permits the default shall be liable to the
like penalty.
27.-(1) Every company having a share capital shall once at least in every year
make a list of all persons who, on the fourteenth day after the first or only
ordinary general meeting in the year, are members of the company, and of all
persons who have ceased to be members since the date of the last return or (in
the case of the first return) of the incorporation of the company.
(2) The list must state the names, addresses, and occupations of all
the past and present members therein mentioned, and the number of shares
held by each of the existing members at the date of the return, specifying
shares transferred since the date of the last return or (in the case of the first
return) of the incorporation of the company by persons who are still
members and have ceased to be members respectively and the dates
of registration of the transfers, and must contain a summary distinguishing
between shares issued for cash and shares issued as fully or partly paid up
otherwise than in cash, and specifying the following particulars-
(a) the amount of the share capital of the company, and the num-
ber of the shares into which it is divided;
(b) the number of shares taken from the commencement of the
company up to the date of the return;
Annual list of
members and
summary.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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(c) the amount called up on each share;
(d) the total amount of calls received;
(e) the total amount of calls unpaid;
(f) the total amount of the sums (if any) paid by way of commission
in respect of any shares or debentures, or allowed by way of
discount in respect of any debentures, since the date of the
last return;
(g) the total number of shares forfeited;
(h) the total amount of shares or stock for which share warrants
are outstanding at the date of the return;
(i) the total amount of share warrants issued and surrendered
respectively since the date of the last return;
(j) the number of shares or amount of stock comprised in each
share warrant;
(k) the names and addresses of the persons who at the date of the
return are the directors of the company, or occupy the position
of directors, by whatever name called; and
(l) the total amount of debt due from the company in respect of all
mortgages and charges which are required to be registered
with the Registrar under this Act.
(3) The summary must also (except where the company is a private
company) include a statement, made up to such date as may be specified in the
statement, in the form of a balance sheet, audited by the company’s auditors,
and containing a summary of its share capital, its liabilities, and its assets, giving
such particulars as will disclose the general nature of those liabilities and as-
sets, and how the values of the fixed assets have been arrived at, but the
balance sheet need not include a statement of profit and loss.
(4) The above list and summary must be contained in a separate
part of the register of members, and must be completed within seven days
after the fourteenth day aforesaid, and the company must forthwith forward to
the Registrar of Companies a copy signed by the manager or by the secretary
of the company.
(5) If a company makes default in complying with the requirements
of this section, it shall be liable to a fine not exceeding twenty-five dollars for
every day during which the default continues, and every director and manager
of the company who knowingly and wilfully authorises or permits the default
shall be liable to the like penalty.
28. No notice of any trust, expressed, implied or constructive, shall be
entered on the register or be receivable by the Registrar.
29. On the application of the transferor of any share or interest in a
company, the company shall enter in its register of members the name of the
transferee in the same manner and subject to the same conditions as if the
application for the entry were made by the transferee.
30. A transfer of the share or other interest of a deceased member of a
company made by his personal representative shall, although the personal
representative is not himself a member, be as valid as if he had been a member
at the time of the execution of the instrument of transfer.
31.-(1) The register of members, commencing from the date of the registration
of the company, shall be kept at the registered office of the company and,
except when closed under this Act, shall during business hours (subject to
such reasonable restrictions as the company in general meeting may impose,
so that not less than two hours in each day be allowed for inspection) be open
Trusts not to be
entered on regis-
ter.
Registration of
transfer at
request of
transferor.
Transfer by
personal
representative.
Inspection of
register of
members.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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to the inspection of any member without charge, and to the inspection of any
other person on payment of twenty-five cents, or such less sum as the company
may prescribe, for each inspection.
(2) Any member or other person may require a copy of the register,
or of any part thereof, or of the list and summary required by this Act, or any
part thereof, on payment of twelve cents, or such less sum as the company may
prescribe, for every hundred words or fractional part thereof required to be
copied.
(3) If any inspection or copy required under this section is refused,
the company shall be liable for each refusal to a fine not exceeding ten dollars,
and to a further fine not exceeding ten dollars for every day during which the
refusal continues, and every director and manager of the company who know-
ingly authorises or permits the refusal shall be liable to the like penalty, and any
judge of the court may by order compel an immediate inspection of the register.
32. A company may, on giving notice by advertisement in some newspaper
circulating in the district in which the registered office of the company is situate,
close the register of members for any time or times not exceeding in the whole
thirty days in each year.
33.-(1) If-
(a) the name of any person is, without sufficient cause, entered in
or omitted from the register of members of a company; or
(b) default is made or unnecessary delay takes place in entering on
the register the fact of any person having ceased to be a member,
the person aggrieved, or any member of the company, or the company, may
apply to the court for rectification of the register.
(2) The application may be made by motion in the court, or by ap-
Power to close
register.
Power of court
to rectify
register.
plication to a judge of the court sitting in chambers, and the court may either
refuse the application, or may order rectification of the register, and payment
by the company of any damages sustained by any party aggrieved.
(3) On any application under this section, the court may decide any
question relating to the title of any person who is a party to the application to
have his name entered in or omitted from the register, whether the question
arises between members or alleged members, or between members or al-
leged members on the one hand and the company on the other hand, and
generally may decide any question necessary or expedient to be decided for
rectification of the register.
(4) In the case of a company required by this Act to send a list of
its members to the Registrar, the court, when making an order for rectification
of the register, shall by its order direct notice of the rectification to be given to
the Registrar.
34. The register of members shall be prima facie evidence of any matters
by this Act directed or authorised to be inserted therein.
Branch Registers
35.-(1) The Registrar may, subject to instruction from the Minister, issue an
annual licence under his hand and seal of office, available for the period of one
year, to any company whose objects comprise the transaction of business
outside Belize, empowering such company, if it is authorised to do so by its
articles as originally framed, or as altered by special resolution, to keep in any
part of the Commonwealth outside Belize in which it transacts business a register
or registers of members (hereinafter called a “branch register”):
Provided that a company applying for such licence shall satisfy the
Registrar by a statutory declaration to be filed with him that the objects for
which the company was formed comprise the transaction of business in that
part of the Commonwealth where it is desired to keep such branch register,
Register to be
evidence.
Registrar may
license compa-
nies to keep
branch registers.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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and that the company is either carrying on or intends to carry on such business
in the aforesaid part of the Commonwealth.
(2) Every licence issued under subsection (1) shall be valid only until
31st December next following the date on which it is issued:
Provided that where the period between the date of the issue of a licence
and 31st December next following is less than a year, a proportionate part only
of the fee in subsection (3) shall be charged.
(3) An annual fee at the rate of five dollars for every ten thousand
dollars shall be paid by such company in respect of such licence and such fee
shall be paid to the Registrar on issue of the licence.
(4) The company shall give to the Registrar notice of the address of
the office where any such branch register is kept or proposed to be kept, and
of any change therein and of the discontinuance of any such office in the event
of it being discontinued.
(5) A branch register shall, as regards the particulars entered, be
deemed to be a part of the company’s register of members, and shall be prima
facie evidence of all particulars entered therein.
(6) Any such register shall be kept in the manner provided by this
Act, with this qualification, that the advertisement mentioned in section 21 shall
be inserted in some newspaper circulating in the district wherein the register to
be closed is kept.
(7) The company shall transmit to its registered office a copy of ev-
ery entry in its branch register as soon as may be after such entry is made, and
the company shall cause to be kept at its registered office, duly entered up from
time to time, a duplicate or duplicates of its branch register.
(8) Section 31 shall apply to every duplicate and every such dupli-
cate shall, for all purposes of this Act, be deemed to be part of the register of
members of the company.
(9) Subject to this Act with respect to the duplicate register, the
shares registered in a branch register shall be distinguished from the shares
registered in the register of members of the company, and no transaction with
respect to any shares registered in a branch register shall, during the continu-
ance of the registration of such shares in such branch register, be registered in
any other register.
(10) The company may discontinue to keep any branch register, and
thereupon all entries in that register shall be transferred to some other branch
register, if any, kept by the company in the same part of the Commonwealth or
to the register of members kept at the registered office of the company.
(11) Subject to this Act, any company may, by its articles as origi-
nally framed or as altered by special resolution, make such provisions as it
may think fit respecting the keeping of branch registers.
36.-(1) When the Registrar has reasonable cause to believe that a company is
keeping in any place where it transacts business outside of Belize a register of
members without having a valid licence under this Act, he shall publish in the
Gazette and send to the company a notice that at the expiration of two months
from the date of such notice the name of the company mentioned therein will,
unless cause to the contrary be shown, be struck off the register, and the
company will be dissolved.
(2) At the expiration of the time mentioned in the notice, the Regis-
trar may, unless cause to the contrary is previously shown by the company,
strike the name of the company off the register, and shall publish notice thereof
in the Gazette, and on such publication the company whose name is so struck
off shall be dissolved:
Notice to
company
keeping a
branch register
without a
licence, and
proceedings
consequent
thereon.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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Provided that the liability, if any, of every director, managing officer,
and member of the company shall continue and may be enforced as if the company
had not been dissolved.
(3) If any company or member thereof feels aggrieved by the name
of such company having been struck off the register in pursuance of this section,
the company or member may apply to the court, and the court, if it be satisfied
that it is just to do so, may order the name of the company to be restored to the
register, and thereupon the company shall be deemed to have continued in
existence as if the name had never been struck off, and the court may by order
give such directions and make such provisions as seem just for placing the
company and all other persons in the same position, as nearly as may be, as if
the name of the company had never been struck off.
(4) A letter or notice under this section may be addressed to the
company at its registered office.
(5) If a company makes default in complying with any of the provi-
sions of section 35, it shall be liable to a fine not exceeding fifty dollars for every
day during which the default continues, and every director who knowingly or
wilfully authorises or permits the default shall be liable to a like penalty.
37. In relation to stamp duties-
(a) an instrument of transfer of a share registered in a branch register
shall be deemed to be a transfer of property situate out of Belize
and unless executed in any part of Belize, shall be exempt from
stamp duty;
(b) on the death of a member registered in a branch register, the
shares of the deceased member shall, if he died domiciled in
Belize, but not otherwise, be deemed, so far as relates to
probate and other duties, to be part of his estate and effects
situate in Belize for or in respect of which probate or letters of
Stamp duties in
case of shares
registered in
registers.
administration is or are to be granted, or whereof an inventory
is to be exhibited and recorded, in like manner as if he were
registered in the register of members of the company.
Share Warrants and Provisions as to Share Capital
38.-(1) A company limited by shares, if so authorised by its articles, may,
with respect to any fully paid-up shares, or to stock, issue under its common
seal a warrant stating that the bearer of the warrant is entitled to the shares or
stock therein specified, and may provide, by coupons or otherwise, for the
payment of the future dividends on the shares or stock included in the warrant,
in this Act termed a “share warrant”.
(2) A share warrant shall entitle the bearer thereof to the shares or
stock therein specified, and the shares or stock may be transferred by delivery
of the warrant.
(3) The bearer of a share warrant shall, subject to the articles of the
company, be entitled, on surrendering it for cancellation, to have his name
entered as a member in the register of members, and the company shall be
responsible for any loss incurred by any person by reason of the company
entering in its register the name of a bearer of a share warrant in respect of the
shares or stock therein specified without the warrant being surrendered and
cancelled.
(4) The bearer of a share warrant may, if the articles of the com-
pany so provide, be deemed to be a member of the company within the mean-
ing of this Act, either to the full extent or for any purposes defined in the
articles, except that he shall not be qualified in respect of the shares or stock
specified in the warrant for being a director or manager of the company, in
cases where such a qualification is required by the articles.
(5) On the issue of a share warrant, the company shall strike out of
its register of members the name of the member then entered therein as hold-
Issue and
effects of share
warrants to
bearer.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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ing the shares or stock specified in the warrant as if he had ceased to be a
member, and shall enter in the register the following particulars, namely-
(a) the fact of the issue of the warrant;
(b) a statement of the shares or stock included in the warrant,
distinguishing each share by its number; and
(c) the date of the issue of the warrant.
(6) Until the warrant is surrendered, the above particulars shall
be deemed to be the particulars required by this Act to be entered in the register
of members, and, on the surrender, the date of the surrender must be entered as
if it were the date at which a person ceased to be a member.
39.-(1) Every person who-
(a) with intent to defraud, forges or alters, or offers, utters, disposes
of or puts off, knowing it to be forged or altered, any share
warrant or coupon, or any document purporting to be a share
warrant or coupon, issued in pursuance of this Act, or by
means of any such forged or altered share warrant, coupon
or document, purporting as aforesaid demands or endeavours
to obtain or receive any share or interest in any company
under this Act, or to receive any dividend or money payable in
respect thereof, knowing the warrant, coupon or document to
be forged or altered; or
(b) falsely and deceitfully personates any owner of any share or
interest in any company, or of any share warrant or coupon,
issued in pursuance of this Act, and thereby obtains or
endeavours to obtain any such share or interest or share warrant
or coupon, or receives or endeavours to receive any money
due to any such owner, as if the offender were the true and
Forgery,
personation,
unlawfully
engraving
plates, etc.
lawful owner,
shall be liable, at the discretion of the court, to imprisonment for life.
(2) Every person who, without lawful authority or excuse, proof
whereof shall lie on him-
(a) engraves or makes on any plate, wood, stone or other
material, any share warrant or coupon purporting to be-
(i) a share warrant or coupon issued or made by any
particular company in pursuance of this Act; or
(ii) a blank share warrant or coupon so issued or made; or
(iii) a part of such a share warrant or coupon; or
(b) uses any such plate, wood, stone or other material, for the
making or printing of any such share warrant or coupon, or of
any such blank share warrant or coupon, or any part thereof
respectively; or
(c) knowingly has in his custody or possession any such plate,
wood, stone or other material,
shall on conviction thereof be liable to imprisonment for a term not exceeding
fourteen years.
40. A company, if so authorised by its articles, may-
(a) make arrangements on the issue of shares for a difference
between the shareholders in the amounts and times of payment
of calls on their shares;
Power of
company to
arrange for
different
amounts being
paid on shares.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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(b) accept from any member who assents thereto the whole or a
part of the amount remaining unpaid on any shares held by him,
although no part of that amount has been called up;
(c) pay dividend in proportion to the amount paid up on each
share where a larger amount is paid up on some shares than
on others.
41.-(1) When a company has accumulated a sum of undivided profits, which
with the sanction of the shareholders may be distributed among the shareholders
in the form of a dividend or bonus, it may, by special resolution, return it, or any
part thereof, to the shareholders in reduction of the paid-up capital of the
company, the unpaid capital being thereby increased by a similar amount.
(2) The resolution shall not take effect until a memorandum, show-
ing the particulars required by this Act in the case of a reduction of share capi-
tal, has been produced to and registered by the Registrar, but the other provi-
sions of this Act with respect to reduction of share capital shall not apply to a
reduction of paid-up share capital under this section.
(3) On a reduction of paid-up capital in pursuance of this section,
any shareholder, or any one or more of several joint shareholders, may,
within one month after the passing of the resolution for the reduction, require
the company to retain, and the company shall retain accordingly, the whole
of the money actually paid on the shares held by him either alone or jointly
with any other person, which in consequence of the reduction would otherwise
be returned to him or them, and thereupon those shares shall, as regards the
payment of dividend, be deemed to be paid up to the same extent only as the
shares on which payment has been accepted by the shareholders in reduction
of paid-up capital, and the company shall invest and keep invested the
money so retained in such securities authorised for investment by trustees
as the company may determine, and on the money so invested or on so much
thereof as from time to time exceeds the amount of calls subsequently made on
the shares in respect of which it has been retained, the company shall pay the
Power to return
accumulated
profits in
reduction of
paid-up share
capital.
interest received from time to time on the securities.
(4) The amount retained and invested shall be held to represent the
future calls which may be made to replace the share capital so reduced on
those shares, whether the amount obtained on sale of the whole or such
proportion thereof as represents the amount of any call when made produces
more or less than the amount of the call.
(5) On a reduction of paid-up share capital in pursuance of this
section, the powers vested in the directors of making calls on shareholders in
respect of the amount unpaid on their shares shall extend to the amount of the
unpaid share capital as augmented by the reduction.
(6) After any reduction of share capital under this section, the
company shall specify in the annual list of members required by this Act
the amounts retained at the request of any of the shareholders in pursuance of
this section, and shall specify in the statements of account laid before any
general meeting of the company the amount of undivided profits returned in
reduction of paid-up share capital under this section.
42.-(1) A company limited by shares, if so authorised by its articles, may alter
the conditions of its memorandum as follows (that is to say), it may-
(a) increase its share capital by the issue of new shares of such
amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares
of larger amount than its existing shares;
(c) convert all or any of its paid-up shares into stock, and re-
convert that stock into paid-up shares of any denomination;
(d) subdivide its shares, or any of them, into shares of smaller
amount than is fixed by the memorandum, so, however, that in
Power of
company limited
by shares to
alter its share
capital.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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49
the subdivision the proportion between the amount paid and
the amount, if any, unpaid on each reduced share shall be the
same as it was in the case of the share from which the reduced
share is derived;
(e) cancel shares which, at the date of the passing of the resolution
in that behalf, have not been taken or agreed to be taken by
any person, and diminish the amount of its share capital by the
amount of the shares so cancelled.
(2) The powers conferred by this section with respect to subdivision of
shares must be exercised by special resolution.
(3) Where any alteration has been made under this section in the memo-
randum of a company, every copy of the memorandum issued after the date of
the alteration shall be in accordance with the alteration.
(4) If a company makes default in complying with this provision, it
shall be liable to a fine not exceeding five dollars for each copy in respect of
which default is made, and every director and manager of the company who
knowingly and wilfully authorises or permits the default shall be liable to the like
penalty.
(5) A cancellation of shares in pursuance of this section shall not be
deemed to be a reduction of share capital within the meaning of this Act.
43. If a company having a share capital has-
(a) consolidated and divided its share capital into shares of larger
amount than its existing shares; or
(b) converted any shares into stock; or
(c) re-converted stock into shares,
Notice to Regis-
trar of consoli-
dation of share
capital, conver-
sion of shares
into stock, etc.
it shall give notice thereof to the Registrar of Companies specifying, as the
case may be, the shares consolidated, divided, converted or the stock re-
converted.
44. Where a company having a share capital has converted any of its
shares into stock and given notice of the conversion to the Registrar, all the
provisions of this Act which are applicable to shares only shall cease as to so
much of the share capital as is converted into stock, and the register of members
of the company, and the list of members to be forwarded to the Registrar, shall
show the amount of stock held by each member instead of the amount of
shares and the particulars relating to shares hereinbefore required by this Act.
45.-(1) Where a company having a share capital, whether its shares have or
have not been converted into stock, has increased its share capital beyond the
registered capital, and where a company not having a share capital has increased
the number of its members beyond the registered number, it shall give to the
Registrar, in the case of an increase of share capital within fifteen days after the
passing, or in the case of a special resolution the confirmation, of the resolution
authorising the increase, and in the case of an increase of members within
fifteen days after the increase was resolved on or took place, notice of the
increase of capital or members, and the Registrar shall record the increase.
(2) If a company makes default in complying with the requirements
of this section, it shall be liable to a fine not exceeding twenty-five dollars for
every day during which the default continues, and every director and manager
of the company who knowingly and wilfully authorises or permits the default
shall be liable to the like penalty.
46.-(1) A company limited by shares may, by special resolution confirmed by
an order of the court, modify the conditions contained in its memorandum so
as to reorganise its share capital, whether by the consolidation of shares of
different classes or by the division of its shares into shares of different classes:
Provided that no preference or special privilege attached to or belonging
Effects of conver-
sion of shares
into stock.
Notice of
increase of
share capital or
of members.
Reorganisation
of share capital
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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to any class of shares shall be interfered with except by a resolution passed by
a majority in number of shareholders of that class holding three-fourths of the
share capital of that class and confirmed at a meeting of shareholders of that
class in the same manner as a special resolution of the company is required to
be confirmed, and every resolution so passed shall bind all shareholders of the
class.
(2) Where an order is made under this section, an office copy thereof
shall be filed with the Registrar within seven days after the making of the order,
or within such further time as the court may allow, and the resolution shall not
take effect until such a copy has been so filed.
47.-(1) Subject to the provisions of this section, a company limited by shares
may, if so authorised by its articles, issue preference shares which are, or at the
option of the company are to be liable, to be redeemed:
Provided that-
(a) no such shares shall be redeemed except out of profits of the
company which would otherwise be available for dividend or
out of the proceeds of a fresh issue of shares made for the
purposes of the redemption;
(b) no such shares shall be redeemed unless they are fully paid;
(c) the premium, if any, payable on redemption, must have been
provided for out of the profits of the company or out of the
company’s share premium account before the shares are re-
deemed;
(d) where any such shares are redeemed otherwise than out of the
proceeds of a fresh issue, there shall out of profits which would
otherwise have been available for dividend be transferred to a
reserve fund, to be called “the capital redemption reserve fund”,
Power to issue
redeemable
preference
shares.
3 of 1987.
a sum equal to the nominal amount of the shares redeemed,
and the provisions of this Act relating to the reduction of the
share capital of a company shall, except as provided in this
section, apply as if the capital redemption reserve fund were
paid-up share capital of the company.
(2) Subject to the provisions of this section, the redemption of pref-
erence shares thereunder may be effected on such terms and in such manner
as may be provided by the articles of the company.
(3) The redemption of preference shares under this section by a
company shall not be taken as reducing the amount of the company’s authorised
share capital.
(4) Where in pursuance of this section a company has redeemed
or is about to redeem any preference shares, it shall have power to issue
shares up to the nominal amount of the shares redeemed or to be redeemed as
if those shares had never been issued, and accordingly the share capital of
the company shall not for the purposes of any enactments relating to stamp
duty be deemed to be increased by the issue of shares in pursuance of this
subsection:
Provided that, where new shares are issued before the redemption of
the old shares, the new shares shall not, so far as relates to stamp duty, be
deemed to have been issued in pursuance of this subsection unless the old
shares are redeemed within one month after the issue of the new shares.
(5) The capital redemption reserve fund may, notwithstanding any-
thing in this section, be applied by the company in paying up unissued shares
of the company to be issued to members of the company as fully paid bonus
shares.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
53
Reduction of Share Capital
48.-(1) Subject to confirmation by the court, a company limited by shares, if
so authorised by its articles, may by special resolution reduce its share capital in
any way, and in particular (without prejudice to the generality of the foregoing
power) may-
(a) extinguish or reduce the liability on any of its shares in respect
of share capital not paid up; or
(b) either with or without extinguishing or reducing liability on any
of its shares, cancel any paid-up share capital which is lost or
unrepresented by available assets; or
(c) either with or without extinguishing or reducing liability on
any of its shares, pay off any paid-up share capital which is in
excess of the wants of the company,
and may, if and so far as is necessary, alter its memorandum by reducing the
amount of its share capital and of its shares accordingly.
(2) A special resolution under this section is in this Act called “a
resolution for reducing share capital”.
49. Where a company has passed and confirmed a resolution for reducing
share capital, it may apply by petition to the court for an order confirming the
reduction.
50. On and from the confirmation by a company of a resolution for reducing
share capital, or where the reduction does not involve either the diminution of
any liability in respect of unpaid share capital or the payment to any shareholder
of any paid-up share capital, then on and from the presentation of the petition
for confirming the reduction, the company shall add to its name, until such date
as the court may fix, the words “and reduced’, as the last words in its name,
Application to
court for
confirming
order.
Addition to
name of com-
pany of “and
reduced”
Special resolu-
tion for reduc-
tion of share
capital.
and those words shall, until that date, be deemed to be part of the name of the
company:
Provided that where the reduction does not involve either the diminution
of any liability in respect of unpaid share capital or the payment to any
shareholder of any paid-up share capital, the court may, if it thinks expedient,
dispense altogether with the addition of the words “and reduced”.
51.-(1) Where the proposed reduction of share capital involves either
diminution of liability in respect of unpaid share capital or the payment to any
shareholder of any paid-up share capital, and in any other case if the court so
directs, every creditor of the company who, at the date fixed by the court, is
entitled to any debt or claim which, if that date were the commencement of the
winding-up of the company, would be admissible in proof against the company,
shall be entitled to object to the reduction.
(2) The court shall settle a list of creditors so entitled to object, and
for that purpose shall ascertain, as far as possible without requiring an applica-
tion from any creditor, the names of those creditors and the nature and amount
of their debts or claims, and may publish notices fixing a day or days within
which creditors not entered on the list are to claim to be so entered or are to
be excluded from the right of objecting to the reduction.
(3) Where a creditor entered on the list whose debt or claim is not
discharged or determined does not consent to the reduction, the court may, if
it thinks fit, dispense with the consent of that creditor, on the company secur-
ing payment of his debt or claim by appropriating, as the court may direct, the
following amount (that is to say)-
(a) if the company admits the full amount of his debt or claim, or,
though not admitting it, is willing to provide for it, then the full
amount of the debt or claim;
(b) if the company does not admit or is not willing to provide
Objections by
creditors, and
settlement of list
of objecting
creditors.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
55
for the full amount of the debt or claim, or if the amount is
contingent or not ascertained, then an amount fixed by the
court after the like inquiry and adjudication as if the company
were being wound-up by the court.
52. The court, if satisfied, with respect to every creditor of the company
who under this Act is entitled to object to the reduction, that either his consent
to the reduction has been obtained or his debt or claim has been discharged or
has determined, or has been secured, may make an order confirming the
reduction on such terms and conditions as it thinks fit.
53.-(1) The Registrar, on production to him of an order of the court confirming
the reduction of the share capital of a company, and the delivery to him of a
copy of the order and of a minute (approved by the court), showing with respect
to the share capital of the company, as altered by the order, the amount of the
share capital, the number of shares into which it is to be divided, and the amount
of each share, and the amount (if any) at the date of the registration deemed to
be paid up on each share, shall register the order and minute.
(2) On the registration of the order and minute and not before, the
resolution for reducing share capital as confirmed by the order so registered,
shall take effect.
(3) Notice of the registration shall be published in such manner as
the court may direct.
(4) The Registrar shall certify under his hand the registration of the
order and minute, and his certificate shall be conclusive evidence that all the
requirements of this Act with respect to reduction of share capital have been
complied with, and that the share capital of the company is such as is stated in
the minute.
54.-(1) The minute, when registered, shall be deemed to be substituted for the
corresponding part of the memorandum of the company, and shall be valid and
Order confirm-
ing reduction.
Registration of
order and
minute of
reduction.
Minute to form
part of memo-
randum.
alterable as if it had been originally contained therein, and must be embodied
in every copy of the memorandum issued after its registration.
(2) If a company makes default in complying with the requirements of
this section, it shall be liable to a fine not exceeding five dollars for each copy
in respect of which default is made, and every director and manager of the
company who knowingly and wilfully authorises or permits the default shall be
liable to the like penalty.
55.-(1) A member of the company, past or present, shall not be liable in
respect of any share to any call or contribution exceeding in amount the
difference (if any) between the amount of the share as fixed by the minute and
the amount paid, or the reduced amount, if any, which is to be deemed to have
been paid, on the share, as the case may be:
Provided that if any creditor, entitled in respect of any debt or claim to
object to the reduction of share capital, is, by reason of his ignorance of the
proceedings for reduction, or of their nature and effect with respect to his
claim, not entered on the list of creditors, and, after the reduction, the company
is unable, within the meaning of this Act with respect to winding-up by the
court, to pay the amount of his debt or claim, then-
(a) every person who was a member of the company at the date
of the registration of the order for reduction and minute, shall
be liable to contribute for the payment of that debt or claim an
amount not exceeding the amount which he would have been
liable to contribute if the company had commenced to be
wound-up on the day before that registration; and
(b) if the company is wound-up, the court, on the application of
any such creditor, and proof of his ignorance as aforesaid may,
if it thinks fit, settle accordingly a list of persons so liable to
contribute, and make and enforce calls and orders
on the contributories settled on the list as if they were
Liability of
members in
respect of
reduced shares.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
57
ordinary contributories in a winding-up.
(2) Nothing in this section shall affect the rights of the contributories
among themselves.
56. If any director, manager or officer of the company wilfully conceals the
name of any creditor entitled to object to the reduction, or wilfully misrepresents
the nature or amount of the debt or claim of any creditor, or if any director or
manager of the company aids or abets in or is privy to any such concealment or
misrepresentation as aforesaid, every such director, manager, or officer shall be
guilty of a misdemeanour.
57. In any case of reduction of share capital, the court may require the
company to publish as the court directs the reasons for reduction, or such other
information in regard thereto as the court may think expedient with a view to
give proper information to the public, and if the court thinks fit, the causes
which led to the reduction.
58. A company limited by guarantee may, if it has a share capital, and is so
authorised by its articles, increase or reduce its share capital in the same manner
and subject to the same conditions in and subject to which a company limited
by shares may increase or reduce its share capital under this Act.
Registration of Unlimited Company as Limited
59.-(1) Subject to this section, any company registered as unlimited may register
under this Act as limited, or any company already registered as a limited company
may re-register under this Act, but the registration of an unlimited company as
a limited company shall not affect any debts, liabilities, obligations or contracts
incurred or entered into by, to, with, or on behalf of the company before the
registration, and those debts, liabilities, obligations and contracts may be enforced
in manner provided by Part VII in the case of a company registered in pursuance
of that Part.
Penalty on
concealment of
name of
creditor.
Publication of
reasons for
reduction.
Registration of
unlimited
company as
limited.
Increase and re-
duction of share
capital in case of
a company lim-
ited by guaran-
tee having a
share capital.
(2) On registration in pursuance of this section, the Registrar shall
close the former registration of the company, and may dispense with the
delivery to him of copies of any documents with copies of which he was
furnished on the occasion of the original registration of the company, but, ex-
cept as aforesaid, the registration shall take place in the same manner and shall
have effect as if it were the first registration of the company under this Act.
60. An unlimited company having a share capital may, by its resolution for
registration as a limited company in pursuance of this Act, do either or both of
the following things, namely-
(a) increase the nominal amount of its share capital by increasing
the nominal amount of each of its shares, but subject to the
condition that no part of the increased capital shall be capable
of being called up except in the event and for the purposes of
the company being wound-up;
(b) provide that a specified portion of its uncalled share capital
shall not be capable of being called up except in the event and
for the purposes of the company being wound-up.
Reserve Liability of Limited Company
61. A limited company may by special resolution determine that any portion
of its share capital which has not been already called up shall not be capable of
being called up, except in the event and for the purposes of the company being
wound-up, and thereupon that portion of its share capital shall not be capable
of being called up except in the event and for the purposes aforesaid.
Power of unlim-
ited company to
provide for re-
serve share capi-
tal on re-registra-
tion.
Reserve liability
of limited
company.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
59
Unlimited Liability of Directors
62.-(1) In a limited company, the liability of the directors or managers, or of the
managing director, may, if so provided by the memorandum, be unlimited.
(2) In a limited company in which the liability of a director or man-
ager is unlimited, the directors or managers of the company (if any), and the
member who proposes a person for election or appointment to the office of
director or manager, shall add to that proposal a statement that the liability of
the person holding that office will be unlimited, and the promoters, directors,
managers and secretary (if any) of the company, or one of them, shall, before
the person accepts the office or acts therein, give him notice in writing that his
liability will be unlimited.
(3) If any director, manager or proposer makes default in adding
such a statement, or if any promoter, director, manager or secretary makes
default in giving such a notice, he shall be liable to a fine not exceeding five
hundred dollars, and shall also be liable for any damage which the person so
elected or appointed may sustain from the default, but the liability of the person
elected or appointed shall not be affected by the default.
63.-(1) A limited company, if so authorised by its articles, may, by special
resolution, alter its memorandum so as to render unlimited the liability of its
directors, or managers, or of any managing director.
(2) Upon the confirmation of any such special resolution, the
provisions thereof shall be as valid as if they had been originally contained in the
memorandum, and copy thereof shall be embodied in or annexed to every
copy of the memorandum issued after the confirmation of the resolution.
(3) If a company makes default in complying with the requirements
of this section, it shall be liable to a fine not exceeding five dollars for each copy
in respect of which default is made, and every director or manager of the
company who knowingly and wilfully authorises or permits the default shall
Special
resolution of
limited com-
pany making
liability of
directors
unlimited.
Limited
company may
have directors
with unlimited
liability.
be liable to the like penalty.
PART III
Management and Administration
Office and Name
64.-(1) Every company shall have a registered office in Belize to which all
communications and notices may be addressed.
(2) Notice of the situation of the registered office, and of any
change therein, shall be given to the Registrar, who shall record it.
(3) If a company carries on business without complying with the
requirements of this section, it shall be liable to a fine not exceeding twenty-
five dollars for every day during which it so carries on business.
65.-(1) Every limited company-
(a) shall paint or affix, and keep painted or affixed, its name on
the outside of every office or place in which its business is
carried on, in a conspicuous position, in letters easily legible;
(b) shall have its name engraven in legible characters on its seal;
(c) shall have its name mentioned in legible characters in all
notices, advertisements and other official publications of the
company, and in all bills of exchange, promissory notes,
endorsements, cheques and orders for money or goods
purporting to be signed by or on behalf of the company,
and in all bills of parcels, invoices, receipts and letters of
credit of the company.
Publication of
name by a
limited company.
Registered
office of
company.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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(2) If a limited company does not paint or affix, and keep painted or
affixed, its name in manner directed by this Act, it shall be liable to a fine not
exceeding twenty-five dollars for not so painting or affixing its name, and for
every day during which its name is not so kept painted or affixed, and every
director and manager of the company who knowingly and wilfully authorises or
permits the default shall be liable to the like penalty.
(3) If any director, manager or officer of a limited company, or any
person on its behalf-
(a) uses or authorises the use of any seal purporting to be a seal of
the company whereon its name is not so engraven as afore-
said; or
(b) issues or authorises the issue of any notice, advertisement or
other official publication of the company, or signs or authorises
to be signed on behalf of the company any bill of exchange,
promissory note, endorsement, cheque, order for money or
goods wherein its name is not mentioned in manner aforesaid;
or
(c) issues or authorises to be issued any bill of parcels, invoice,
receipt or letter of credit of the company, wherein its name is
not mentioned in manner aforesaid,
he shall be liable to a fine not exceeding two hundred and fifty dollars, and shall
further be personally liable to the holder of any such bill of exchange, promissory
note, cheque or order for money or goods, for the amount thereof, unless it is
duly paid by the company.
Meetings and Proceedings
66.-(1) A general meeting of every company shall be held once at the least in
every calendar year, and not more than fifteen months after the holding of the Annual general
meeting.
last preceding general meeting, and, if not so held, the company and every
director, manager, secretary, and other officer of the company, who is knowingly
a party to the default, shall be liable to a fine not exceeding two hundred and
fifty dollars.
(2) When default has been made in holding a meeting of the com-
pany in accordance with this section, the court may, on the application of any
member of the company, call or direct the calling of a general meeting of the
company.
67.-(1) Every company limited by shares shall, within a period of not less than
one month nor more than three months from the date at which the company is
entitled to commence business, hold a general meeting of the members of the
company, which shall be called the statutory meeting.
(2) The director shall, at least seven days before the day on which
the meeting is held, forward a report (in this Act called “the statutory report”)
to every member of the company and to every other person entitled under this
Act to receive it.
(3) The statutory report shall be certified by not less than two di-
rectors of the company, or, where there are less than two directors, by the sole
director and manager, and shall state-
(a) the total number of shares allotted, distinguishing shares allot-
ted as fully or partly paid up otherwise than in cash, and stat-
ing in the case of shares partly paid up the extent to which they
are so paid up, and in either case the consideration for which
they have been allotted;
(b) the total amount of cash received by the company in respect
of all the shares allotted, distinguished as aforesaid;
(c) an abstract of the receipts of the company on account of its
First statutory
meeting of
company.
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Belmopan, by the authority of
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Companies [CAP. 250
[ ]
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capital, whether from shares or debentures, and of the
payments made thereout, up to a date within seven days of
the date of the report, exhibiting under distinctive headings the
receipts of the company from shares and debentures and other
sources, the payments made thereout, and particulars
concerning the balance remaining in hand, and an account or
estimate of the preliminary expenses of the company;
(d) the names, addresses, and descriptions of the directors,
auditors (if any), managers (if any), and secretary of the
company; and
(e) the particulars of any contract, the modification of which is to
be submitted to the meeting for its approval together with the
particulars of the modification or proposed modification.
(4) The statutory report shall, so far as it relates to the shares
allotted by the company, and to the cash received in respect of such shares,
and to the receipts and payments of the company on capital account, be
certified as correct by the auditors (if any) of the company.
(5) The directors shall cause a copy of the statutory report, certi-
fied as by this section required, to be filed with the Registrar forthwith after the
sending thereof to the members of the company.
(6) The directors shall cause a list showing the names, descriptions,
and addresses of the members of the company, and the number of shares held
by them respectively, to be produced at the commencement of the meeting,
and to remain open and accessible to any member of the company during the
continuance of the meeting.
(7) The members of the company present at the meeting shall be at
liberty to discuss any matter relating to the formation of the company, or arising
out of the statutory report, whether previous notice has been given or not, but
no resolution of which notice has not been given in accordance with the ar-
ticles may be passed.
(8) The meeting may adjourn from time to time, and at any ad-
journed meeting any resolution of which notice has been given in accordance
with the articles, either before or subsequently to the former meeting, may be
passed, and the adjourned meeting shall have the same powers as an original
meeting.
(9) If a petition is presented to the court in manner provided by
Part IV for winding-up the company on the ground of default in filing the
statutory report or in holding the statutory meeting, the court may-
(a) instead of directing that the company be wound-up, direct
that the statutory report shall be filed or that a meeting shall be
held; or
(b) make such other order as may be just.
(10) This section, as to the forwarding and filing of the statutory
report, shall not apply in the case of a private company.
68.-(1) Notwithstanding anything in the articles of a company, the directors of
a company shall, on the requisition of the holders of not less than one-tenth of
the issued share capital of the company upon which all calls or other sums then
due have been paid, forthwith proceed to convene an extraordinary general
meeting of the company.
(2) The requisition must state the objects of the meeting, and must
be signed by the requisitionists and deposited at the registered office of the
company, and may consist of several documents in like form, each signed by
one or more requisitionists.
(3) If the directors do not proceed duly to convene a meeting to be
Convening of
extraordinary
general meeting
on requisition.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
65
held within twenty-one days from the date of the requisition being so depos-
ited, the requisitionists, or a majority of them in value, may themselves convene
the meeting, but any meeting so convened shall not be held after three months
from the date of the deposit.
(4) If at any such meeting a resolution requiring confirmation at an-
other meeting is passed, the directors shall forthwith convene a further extraor-
dinary general meeting for the purpose of considering the resolution and, if
thought fit, of confirming it as a special resolution and, if the directors do not
convene the meeting within seven days from the date of the passing of the first
resolution, the requisitionists, or a majority of them in value, may themselves
convene the meeting.
(5) Any meeting convened under this section by the requisitionists
shall be convened in the same manner, as nearly as possible, as that in which
meetings are to be convened by directors.
69. In default of, and subject to, any regulations in the articles-
(a) a meeting of a company may be called by seven days’ notice in
writing, served on every member in manner in which notices
are required to be served by Table A in the First Schedule;
(b) five members may call a meeting;
(c) any person elected by the members present at a meeting may
be chairman thereof;
(d) every member shall have one vote.
70. A company which is a member of another company may, by resolution
of the directors, authorise any of its officials or any other person to act as its
representative at any meeting of that other company, and the person so
authorised shall be entitled to exercise the same powers on behalf of the company
Provisions as
to meetings
and votes.
First Schedule.
Table A.
Representation
of companies at
meetings of
other compa-
nies of which
which he represents as if he were an individual shareholder of that other
company.
71.-(1) A resolution shall be an extraordinary resolution when it has been
passed by a majority of not less than three-fourths of such members as, being
entitled to do so, vote in person or, where proxies are allowed, by proxy, at a
general meeting of which notice specifying the intention to propose the resolution
as an extraordinary resolution has been duly given.
(2) A resolution shall be a special resolution when it has been-
(a) passed in manner required for the passing of an extraordinary
resolution; and
(b) confirmed by a majority of such members entitled to vote as
are present in person or by proxy (where proxies are allowed)
at a subsequent general meeting, of which notice has been
duly given, and held after an interval of not less than fourteen
days, nor more than one month, from the date of the first meet-
ing.
(3) At any meeting at which an extraordinary resolution is submit-
ted to be passed or a special resolution is submitted to be passed or con-
firmed, a declaration of the chairman that the resolution is carried shall, unless
a poll is demanded, be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against the resolu-
tion.
(4) At any meeting at which an extraordinary resolution is
submitted to be passed or a special resolution is submitted to be passed
or confirmed a poll may be demanded, if demanded by three persons for the
time being entitled according to the articles to vote, unless the articles of the
company require a demand by such number of such persons, not in any case
exceeding five, as may be specified in the articles.
they are
members.
Extraordinary
and special
resolution.
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(5) When a poll is demanded in accordance with this section, in
computing the majority on the poll, reference shall be had to the number of
votes to which each member is entitled by the articles of the company.
(6) For the purposes of this section, notice of a meeting shall be
deemed to be duly given and the meeting to be duly held when the notice is
given and the meeting held in manner provided by the articles.
72.-(1) A copy of every special and extraordinary resolution shall, within fifteen
days from the confirmation of the special resolution, or from the passing of the
extraordinary resolution, as the case may be, be printed and forwarded to the
Registrar, who shall record it.
(2) Where articles have been registered, a copy of every special
resolution for the time being in force shall be embodied in or annexed to every
copy of the articles issued after the confirmation of the resolution.
(3) Where articles have not been registered, a copy of every spe-
cial resolution shall be forwarded in print to any member at his request on
payment of twenty-five cents or such less sum as the company may direct.
(4) If a company makes default in printing or forwarding a copy of a
special or extraordinary resolution to the Registrar, it shall be liable to a fine not
exceeding ten dollars for every day during which the default continues.
(5) If a company makes default in embodying in or annexing to a
copy of its articles or in forwarding in print to a member when required by this
section a copy of a special resolution, it shall be liable to a fine not exceeding
five dollars for each copy in respect of which default is made.
(6) Every director and manager of a company who knowingly and
wilfully authorises or permits any default by the company in complying with the
requirements of this section shall be liable to the like penalty as is imposed by
this section on the company for that default.
Registration
and copies of
special
resolutions.
73.-(1) Every company shall cause minutes of all proceedings of general
meetings and, where there are directors or managers, of its directors or
managers to be entered in books kept for that purpose.
(2) Any such minute, if purporting to be signed by the chairman of
the meeting at which the proceedings were had, or by the chairman of the next
succeeding meeting, shall be evidence of the proceedings.
(3) Where minutes have been made in accordance with this section
of the proceedings at any general meeting of the company or meeting of direc-
tors or managers, then, until the contrary is proved, the meeting shall be deemed
to have been duly held and convened, and all proceedings had thereat to have
been duly had, and all appointments of directors, managers or liquidators shall
be deemed to be valid.
Appointment, Qualification, etc., of Directors and other Officers
74.-(1) A person shall not be capable of being appointed director of a company
by the articles, and shall not be named as a director or proposed director of a
company in any prospectus issued by or on behalf of the company, or in any
statement in lieu of prospectus filed by or on behalf of a company, unless,
before the registration of the articles or the publication of the prospectus or the
filing of the statement in lieu of prospectus, as the case may be, he has by
himself or by his agent authorised in writing-
(a) signed and filed with the Registrar a consent in writing to act
as such director; and
(b) either-
(i) signed the memorandum for a number of shares not
less than his qualification, if any; or
(ii) signed and filed with the Registrar a contract in
Restrictions on
appointment or
advertisement of
director.
Minutes of pro-
ceedings of meet-
ings of company
and of directors
and managers.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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writing to take from the company and pay for
his qualification shares, if any.
(2) On the application for registration of the memorandum and ar-
ticles of a company, the applicant shall deliver to the Registrar a list of the
persons who have consented to be directors of the company, and, if this list
contains the name of any person who has not so consented, the applicant shall
be liable to a fine not exceeding two hundred and fifty dollars.
(3) This section shall not apply to-
(a) a private company; or
(b) a prospectus issued by or on behalf of a company after the
expiration of one year from the date on which the company
was entitled to commence business.
75.-(1) Without prejudice to the restrictions imposed by section 74, it shall be
the duty of every director who is by the regulations of the company required to
hold a specified share qualification, and who is not already qualified, to obtain
his qualification within two months after his appointment, or such shorter time
as may be fixed by the regulations of the company.
(2) The office of director of a company shall be vacated if the direc-
tor does not within two months from the date of his appointment, or within such
shorter time as may be fixed by the regulations of the company, obtain his
qualification, or if after the expiration of such period or shorter time he ceases
at any time to hold his qualification; and a person vacating office under this
section shall be incapable of being re-appointed director of the company until
he has obtained his qualification.
(3) If after the expiration of the said period or shorter time, any
unqualified person acts as a director of the company, he shall be liable to a fine
not exceeding twenty-five dollars for every day between the expiration of the
Qualification of
director.
said period or shorter time and the last day on which it is proved that he acted
as a director.
76. The acts of a director or manager shall be valid notwithstanding any
defect that may afterwards be discovered in his appointment or qualification.
77.-(1) Every company shall keep at its registered office a register containing
the names and addresses and the occupations of its directors or managers,
and send to the Registrar a copy thereof, and from time to time notify to the
Registrar any change among its directors or managers.
(2) If default is made in compliance with this section, the company
shall be liable to a fine not exceeding twenty-five dollars for every day during
which the default continues; and every director and manager of the company
who knowingly and wilfully authorises or permits the default shall be liable to
the like penalty.
Contracts, etc.
78.-(1) Contracts on behalf of a company may be made as follows (that is to
say)-
(a) any contract which if made between private persons would
be by law required to be in writing and under seal, may be
made on behalf of the company in writing under the common
seal of the company, and may in the same manner be varied
or discharged;
(b) any contract which if made between private persons would
be by law required to be in writing, signed by the parties to be
charged therewith, may be made on behalf of the company in
writing signed by any person acting under its authority, ex-
press or implied, and may in the same manner be varied or
discharged;
Form of con-
tracts.
Validity of acts of
directors.
List of directors
to be sent to
Registrar.
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(c) any contract which if made between private persons would
by law be valid although made by parol only, and not reduced
into writing, may be made by parol on behalf of the company
by any person acting under its authority, express or implied,
and may in the same manner be varied or discharged.
(2) All contracts made according to this section shall be effectual in
law, and shall bind the company and its successors and all other parties thereto,
their executors or administrators, as the case may be.
79. A bill of exchange or promissory note shall be deemed to have been
made, accepted, or endorsed on behalf of a company if made, accepted, or
endorsed in the name of, or by or on behalf or on account of, the company by
any person acting under its authority.
80. A company may, by writing under its common seal, empower any
person, either generally or in respect of any specified matters, as its attorney, to
execute deeds on its behalf in any place not situate in Belize, and every deed
signed by such attorney, on behalf of the company, and under his seal, shall
bind the company, and have the same effect as if it were under its common seal.
81.-(1) A company whose objects require or comprise the transaction of
business outside Belize may, if authorised by its articles, have for use in any
territory, district or place not situate in Belize, an official seal, which shall be a
facsimile of the common seal of the company, with the addition on its face of the
name of every territory, district or place where it is to be used.
(2) A company having such an official seal may, by writing under its
common seal, authorise any person appointed for the purpose in any territory,
district or place not situate in Belize, to affix the same to any deed or other
document to which the company is party in that territory, district or place.
(3) The authority of any such agent shall, as between the company
and any persons dealing with the agent, continue during the period, if any, men-
Bills of
exchange and
promissory
notes.
Execution of
deeds abroad.
Power for
company to
have official
seal for use
abroad.
tioned in the instrument conferring the authority, or if no period is there men-
tioned, then until notice of the revocation or determination of the agent’s au-
thority has been given to the person dealing with him.
(4) The person affixing any such official seal shall, by writing under
his hand, on the deed or other document to which the seal is affixed, certify the
date and place of affixing it.
(5) A deed or other document to which an official seal is duly af-
fixed shall bind the company as if it had been sealed with the common seal of
the company.
Prospectus
82.-(1) Every prospectus issued by or on behalf of a company or in relation
to an intended company shall be dated, and that date shall, unless the contrary
is proved, be taken as the date of publication of the prospectus.
(2) A copy of every such prospectus, signed by every person who
is named therein as a director or proposed director of the company, or by his
agent authorised in writing shall be filed for registration with the Registrar
of Companies on or before the date of its publication, and no such prospec-
tus shall be issued until a copy thereof has been so filed for registra-
tion.
(3) The Registrar shall not register any prospectus unless it is dated,
and the copy thereof signed, in manner required by this section.
(4) Every prospectus shall state on the face of it that a copy has
been filed for registration as required by this section.
(5) If a prospectus is issued without a copy thereof being so filed,
the company, and every person who is knowingly a party to the issue of the
prospectus, shall be liable to a fine not exceeding twenty-five dollars for every
Dating of
prospectus.
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Companies [CAP. 250
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day from the date of the issue of the prospectus until a copy thereof is so filed.
83.-(1) Every prospectus issued by or on behalf of a company, or by or on
behalf of any person who is or has been engaged or interested in the formation
of the company, must state-
(a) the contents of the memorandum, with the names,
descriptions, and addresses of the signatories, and the
number of shares subscribed for by them respectively; and
the number of founders or management or deferred shares, if
any, and the nature and extent of the interest of the holders in
the property and profits of the company; and
(b) the number of shares, if any, fixed by the articles as the
qualification of a director, and any provision in the articles as
to the remuneration of the directors; and
(c) the names, descriptions and addresses of the directors or
proposed directors; and
(d) the minimum subscription on which the directors may proceed
to allotment, and the amount payable on application and
allotment on each share; and in the case of a second or
subsequent offer of shares, the amount offered for subscription
on each previous allotment made within the two preceding
years, and the amount actually allotted, and the amount, if any,
paid on the shares so allotted; and
(e) the number and amount of shares and debentures which within
the two preceding years have been issued, or agreed to be
issued, as fully or partly paid up otherwise than in cash, and in
the latter case, the extent to which they are so paid up, and
in either case the consideration for which those shares or
debentures have been issued or are proposed or intended to
Specific
requirements
as to particu-
lars of
prospectus.
be issued; and
(f) the names and addresses of the vendors of any property
purchased or acquired by the company, or proposed so to be
purchased or acquired, which is to be paid for wholly or partly
out of the proceeds of the issue offered for subscription by
the prospectus, or the purchase or acquisition of which has
not been completed at the date of issue of the prospectus,
and the amount payable in cash, shares, or debentures, to the
vendor, and where there is more than one separate vendor, or
the company is a sub-purchaser, the amount so payable to
each vendor:
Provided that where the vendors or any of them are a
firm, the members of the firm shall not be treated as separate
vendors; and
(g) the amount (if any) paid or payable as purchase money in
cash, shares, or debentures, for any such property as afore-
said, specifying the amount (if any) payable for goodwill; and
(h) the amount (if any) paid within the two preceding years, or
payable, as commission for subscribing or agreeing to
subscribe, or procuring or agreeing to procure subscriptions,
for any shares in, or debentures of, the company, or the rate
of any such commission:
Provided that it shall not be necessary to state the
commission payable to sub-underwriters; and
(i) the amount or estimated amount of preliminary expenses; and
(j) the amount paid within the two preceding years or intended to
be paid to any promoter, and the consideration for any such
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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payment; and
(k) the dates of and parties to every material contract, and a
reasonable time and place at which any material contract or a
copy thereof may be inspected:
Provided that this requirement shall not apply to a
contract entered into in the ordinary course of the business
carried on or intended to be carried on by the company, or to
any contract entered into more than two years before the date
of issue of the prospectus; and
(l) the names and addresses of the auditors (if any) of the
company; and
(m) full particulars of the nature and extent of the interest (if any) of
every director in the promotion of, or in the property proposed
to be acquired by the company, or, where the interest of such a
director consists in being a partner in a firm, the nature and
extent of the interest of the firm, with a statement of all sums
paid or agreed to be paid to him or to the firm in cash or shares
or otherwise by any person either to induce him to become, or
to qualify him as a director, or, otherwise for services rendered
by him or by the firm in connection with the promotion or
formation of the company; and
(n) where the company is a company having shares of more than
one class, the right of voting at meetings of the company
conferred by the several classes of shares respectively.
(2) For the purposes of this section, every person shall be deemed
to be a vendor who has entered into any contract, absolute or conditional, for
the sale or purchase, or for any option of purchase, of any property to be
acquired by the company, in any case where-
(a) the purchase money is not fully paid at the date of issue of the
prospectus; or
(b) the purchase money is to be paid or satisfied wholly or in part
out of the proceeds of the issue offered for subscription by
the prospectus; or
(c) the contract depends for its validity or fulfillment on the result
of that issue.
(3) Where any of the property to be acquired by the company is to
be taken on lease, this section shall apply as if the expression “vendor” in-
cluded the lessor, and the expression “purchase money” included the consid-
eration for the lease, and the expression “sub-purchaser” included a sub-les-
see.
(4) Any condition requiring or binding any applicant for shares or
debentures to waive compliance with any requirement of this section, or
purporting to affect him with notice of any contract, document, or matter not
specifically referred to in the prospectus, shall be void.
(5) Where any such prospectus as is mentioned in this section is
published as a newspaper advertisement, it shall not be necessary in the
advertisement to specify the contents of the memorandum or the signatories
thereto, and the number of shares subscribed for by them.
(6) In the event of non-compliance with any of the requirements of
this section, a director or other person responsible for the prospectus shall not
incur any liability by reason of the non-compliance, if he proves that-
(a) as regards any matter not disclosed, he was not cognisant
thereof; or
(b) the non-compliance arose from an honest mistake of fact on
his part:
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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Provided that in the event of non-compliance with the requirements
contained in paragraph (m) of subsection (1), no director or other person shall
incur any liability in respect of the non-compliance unless it be proved that he
had knowledge of the matters not disclosed.
(7) This section shall not apply to a circular or notice inviting
existing members or debenture holders of a company to subscribe either for
shares or for debentures of the company, whether with or without the right to
renounce in favour of other persons, but subject as aforesaid, this section shall
apply to any prospectus whether issued on or with reference to the formation
of a company or subsequently.
(8) The requirements of this section as to the memorandum and the
qualification, remuneration and interest of directors, the names, descriptions
and addresses of directors or proposed directors, and the amount or estimated
amount of preliminary expenses, shall not apply in the case of a prospectus
issued more than one year after the date at which the company is entitled to
commence business.
(9) Nothing in this section shall limit or diminish any liability which
any person may incur under the general law or this Act apart from this section.
84.-(1) A company which does not issue a prospectus on or with reference to
its formation, shall not allot any of its shares or debentures unless before the
first allotment of either shares or debentures there has been filed with the
Registrar of Companies a statement in lieu of prospectus signed by every person
who is named therein as a director or a proposed director of the company or
by his agent authorised in writing, in the form and containing the particulars set
out in the Second Schedule.
(2) This section shall not apply to a private company.
Obligations of
companies
where no
prospectus is
issued.
Second
Schedule.
85. A company shall not previously to the statutory meeting vary the terms
of a contract referred to in the prospectus or statement in lieu of prospectus,
except subject to the approval of the statutory meeting.
86.-(1) Where a prospectus invites persons to subscribe for shares in or
debentures of a company, every person who is a director of the company at
the time of the issue of the prospectus, and every person who has authorised
the naming of him and is named in the prospectus as a director or as having
agreed to become a director either immediately or after an interval of time,
and every promoter of the company, and every person who has authorised the
issue of the prospectus, shall be liable to pay compensation to all persons who
subscribe for any shares or debentures on the faith of the prospectus for the
loss or damage they may have sustained by reason of any untrue statement
therein, or in any report or memorandum appearing on the face thereof, or by
reference incorporated therein or issued therewith, unless it is proved-
(a) with respect to every untrue statement not purporting to be
made on the authority of an expert, or of a public official docu-
ment or statement, that he had reasonable ground to believe,
and did up to the time of the allotment of the shares or deben-
tures, as the case may be, believe, that the statement was
true; and
(b) with respect to every untrue statement purporting to be
a statement by or contained in what purports to be a copy of
or extract from a report or valuation of an expert, that it fairly
represented the statement or was a correct and fair copy of
or extract from the reports or valuation:
Provided that the director, person named as director,
promoter, or person who authorised the issue of the
prospectus, shall be liable to pay compensation as aforesaid if
Restriction on
alteration of
terms mentioned
in prospectus or
statement in
lieu of prospec-
tus.
Liability for
statements in
prospectus.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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it is proved that he had no reasonable ground to believe that
the person making the statement, report, or valuation was
competent to make it; and
(c) with respect to every untrue statement purporting to be a
statement made by an official person or contained in what
purports to be a copy of or extract from a public official
document, that it was a correct and fair representation of the
statement or copy of or extract from the document;
or unless it is proved-
(i) that having consented to become a director of the
company, he withdrew his consent before the issue of
the prospectus and that it was issued without his
authority or consent; or
(ii) that the prospectus was issued without his knowledge
or consent, and that on becoming aware of its issue he
forthwith gave reasonable public notice that it was
issued without his knowledge or consent; or
(iii) that after the issue of the prospectus and before
allotment thereunder he, on becoming aware of any
untrue statement therein, withdrew his consent thereto,
and gave reasonable public notice of the withdrawal,
and of the reason therefor.
(2) Where a company existing on 18th August, 1890, has issued
shares or debentures, and for the purpose of obtaining further capital by
subscriptions for shares or debenture issues a prospectus, a director shall not
be liable in respect of any statement therein, unless he has authorised the issue
of the prospectus, or has adopted or ratified it.
(3) Where the prospectus contains the name of a person as a di-
rector of the company, or as having agreed to become a director thereof, and
he has not consented to become a director, or has withdrawn his consent
before the issue of the prospectus, and has not authorised or consented to the
issue thereof, the directors of the company, except any without whose knowl-
edge or consent the prospectus was issued, and any other person who
authorised the issue thereof, shall be liable to indemnify the person named as
aforesaid against all damages, costs, and expenses to which he may be made
liable by reason of his name having been inserted in the prospectus, or in
defending himself against any action or legal proceedings brought against him
in respect thereof.
(4) Every person who, by reason of his being a director, or named
as a director or as having agreed to become a director, or of his having authorised
the issue of the prospectus, becomes liable to make any payment under this
section may recover contribution, as in cases of contract, from any other
person who, if sued separately, would have been liable to make the same
payment, unless the person who has become so liable was, and that other
person was not, guilty of fraudulent misrepresentation.
(5) For the purposes of this section:-
“expert” includes engineer, valuer, accountant, and any other person whose
profession gives authority to a statement made by him;
“promoter’’ means a promoter who was a party to the preparation of the
prospectus, or of the portion thereof containing the untrue statement, but does
not include any person by reason of his acting in a professional capacity for
persons engaged in procuring the formation of the company.
Allotment
87.-(1) No allotment shall be made of any share capital of a company offered
to the public for subscription, unless the following conditions have been complied
Restriction as to
allotment.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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with, namely-
(a) the amount (if any) fixed by the memorandum or articles and
named in the prospectus as the minimum subscription upon
which the directors may proceed to allotment; or
(b) if no amount is so fixed and named, then the whole amount of
the share capital so offered for subscription,
has been subscribed, and the sum payable on application for the amount so
fixed and named, or for the whole amount offered for subscription, has been
paid to and received by the company.
(2) The amount so fixed and named and the whole amount afore-
said shall be reckoned exclusively of any amount payable otherwise than in
cash and is in this Act referred to as “the minimum subscription”.
(3) The amount payable on application on each share shall not be
less than five per centum of the nominal amount of the share.
(4) If the conditions aforesaid have not been complied with on the
expiration of forty days after the first issue of the prospectus, all money
received from applicants for shares shall be forthwith repaid to them without
interest, and, if any such money is not so repaid within forty-eight days after the
issue of the prospectus, the directors of the company shall be jointly and
severally liable to repay that money with interest at the rate of five per
centum per annum from the expiration of the forty-eighth day:
Provided that a director shall not be liable if he proves that the loss of
the money was not due to any misconduct or negligence on his part.
(5) Any condition requiring or binding any applicant for shares to
waive compliance with any requirement of this section shall be void.
(6) This section, except subsection (3) thereof, shall not apply to
any allotment of shares subsequent to the first allotment of shares offered to
the public for subscription.
(7) In the case of the first allotment of share capital payable in cash
of a company which does not issue any invitation to the public to subscribe for
its shares, no allotment shall be made unless the minimum subscription (that is
to say)-
(a) the amount (if any) fixed by the memorandum or articles and
named in the statement in lieu of prospectus as the minimum
subscription upon which the directors may proceed to allot-
ment; or
(b) if no amount is so fixed and named, then the whole amount of
the share capital other than that issued or agreed to be issued
as fully or partly paid up otherwise than in cash,
has been subscribed and an amount not less than five per centum of the nominal
amount of each share payable in cash has been paid to and received by the
company.
(8) This subsection shall not apply to a private company.
88.-(1) An allotment made by a company to an applicant in contravention of
section 87 shall be voidable at the instance of the applicant within one month
after the holding of the statutory meeting of the company and not later, and
shall be so voidable notwithstanding that the company is in course of being
wound-up.
(2) If any director of a company knowingly contravenes, or per-
mits or authorises the contravention of any of the provisions of section 87 with
respect to allotment, he shall be liable to compensate the company and the
allottee respectively for any loss, damages or costs which the company or the
Effects of
irregular
allotment.
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the Government of Belize.
Companies [CAP. 250
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allottee may have sustained or incurred thereby:
Provided that proceedings to recover any such loss, damages or costs
shall not be commenced after the expiration of two years from the date of the
allotment.
89.-(1) A company shall not commence any business or exercise any borrowing
powers unless-
(a) shares held subject to the payment of the whole amount thereof
in cash have been allotted to an amount not less in the whole
than the minimum subscription; and
(b) every director of the company has paid to the company, on
each of the shares taken or contracted to be taken by him and
for which he is liable to pay in cash, a proportion equal to the
proportion payable on application and allotment on the shares
offered for public subscription, or, in the case of a company
which does not issue a prospectus inviting the public to sub-
scribe for its shares, on the shares payable in cash; and
(c) there has been filed with the Registrar a statutory declaration
by the secretary or one of the directors, in the prescribed form,
that the aforesaid conditions have been complied with; and
(d) in the case of a company which does not issue a prospectus
inviting the public to subscribe for its shares, there has been
filed with the Registrar a statement in lieu of prospectus.
(2) The Registrar shall, on the filing of the statutory declaration, cer-
tify that the company is entitled to commence business, and that certificate shall
be conclusive evidence that the company is so entitled:
Provided that in the case of a company which does not issue a prospectus
Restrictions on
commencement
of business.
inviting the public to subscribe for its shares, the Registrar shall not give such a
certificate unless a statement in lieu of prospectus has been filed with him.
(3) Any contract made by a company before the date at which it is
entitled to commence business shall be provisional only, and shall not be bind-
ing on the company until that date, and on that date it shall become binding.
(4) Nothing in this section shall prevent the simultaneous offer for
subscription or allotment of any shares and debentures or the receipt of any
money payable on application for debentures.
(5) If any company commences business or exercises borrowing
powers in contravention of this section, every person who is responsible for
the contravention shall, without prejudice to any other liability, be liable to a
fine not exceeding two hundred and fifty dollars for every day during which
the contravention continues.
(6) Nothing in this section shall apply to a private company.
90.-(1) Whenever a company limited by shares makes any allotment of its
shares, the company shall, within one month thereafter, file with the Registrar-
(a) a return of the allotments, stating the number and nominal
amount of the shares comprised in the allotment, the names,
addresses and descriptions of the allottees, and the amount, if
any, paid or due and payable on each share; and
(b) in the case of shares allotted as fully or partly paid up other-
wise than in cash, a contract in writing constituting the title of
the allottee to the allotment, together with any contract of sale,
or for services or other consideration in respect of which that
allotment was made, such contracts being duly stamped, and
a return stating the number and nominal amount of shares so
allotted, the extent to which they are to be treated as paid up,
Return as to
allotment.
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Companies [CAP. 250
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and the consideration for which they have been allotted.
(2) Where such a contract as above mentioned is not reduced to
writing, the company shall within one month after the allotment file with the
Registrar the prescribed particulars of the contract stamped with the same stamp
duty as would have been payable if the contract had been reduced to writing,
and those particulars shall be deemed to be an instrument within the meaning of
the Stamp Duties Act, and the Registrar may, as a condition of filing the par-
ticulars, require that the duty payable thereon be assessed under that Act.
(3) If default is made in complying with this section, every director,
manager, secretary or other officer of the company who is knowingly a party to
the default, shall be liable to a fine not exceeding two hundred and fifty dollars
for every day during which the default continues:
Provided that, in case of default in filing with the Registrar within one
month after the allotment any document required to be filed by this section, the
company, or any person liable for the default may apply to the court for relief,
and the court, if satisfied that the omission to file the document was accidental
or due to inadvertence or that it is just and equitable to grant relief, may make
an order extending the time for the filing of the document for such period as the
court may think proper.
Commissions and Discounts
91.-(1) It shall be lawful for a company to pay a commission to any person in
consideration of his subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares in the company, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for any shares in the company,
if-
(a) the payment of the commission is authorised by the articles;
(b) the commission paid or agreed to be paid does not exceed the
Power to pay
certain commis-
sions, and
prohibition of
payment of all
other commis-
sions, dis-
counts, etc.
CAP. 64.
amount or rate so authorised; or
(c) the amount or rate per centum of the commission paid or
agreed to be paid is-
(i) in the case of shares offered to the public for
subscription, disclosed in the prospectus; or
(ii) in the case of shares not offered to the public for
subscription, disclosed in the statement in lieu of
prospectus, or in a statement in the prescribed form
signed in like manner as a statement in lieu of
prospectus and filed with the Registrar, and, where a
circular or notice, not being a prospectus, inviting
subscription for the shares is issued, also disclosed in
that circular or notice.
(2) Except as aforesaid, no company shall apply any of its shares
or capital money either directly or indirectly in payment of any commission,
discount or allowance, to any person in consideration of his subscribing or
agreeing to subscribe, whether absolutely or conditionally, for any shares of
the company, or procuring or agreeing to procure subscriptions, whether ab-
solute or conditional, for any shares in the company, whether the shares or
money be so applied by being added to the purchase money of any property
acquired by the company or to the contract price of any work to be executed
for the company, or the money be paid out of the nominal purchase money or
contract price, or otherwise.
(3) Nothing in this section shall affect the power of any company to
pay such brokerage as it has heretofore been lawful for a company to pay.
(4) A vendor to, promoter of, or other person who receives pay-
ment in money or shares from, a company shall have and shall be deemed
always to have had power to apply any part of the money or shares so re-
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Companies [CAP. 250
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ceived in payment of any commission, the payment of which, if made directly
by the company, would have been legal under this section.
92. Where a company has paid any sums by way of commission in respect
of any shares or debentures, or allowed any sums by way of discount in respect
of any debentures, the total amount so paid or allowed, or so much thereof as
has not been written off, shall be stated in every balance sheet of the company
until the whole amount thereof has been written off.
Payment of Interest out of Capital
93. Where any shares of a company are issued for the purpose of raising
money to defray the expenses of the construction of any works or buildings or
the provision of any plant which cannot be made profitable for a lengthened
period, the company may pay interest on so much of that share capital as is for
the time being paid up for the period and, subject to the conditions and restrictions
mentioned in this section, and may charge it to capital as part of the cost of
construction of the work or building, or the provision of plant:
Provided that-
(a) no such payment shall be made unless it is authorised by the
articles or by special resolution;
(b) no such payment, whether authorised by the articles or by
special resolution, shall be made without the previous sanction
of the court;
(c) before sanctioning any such payment, the court may, at the
expense of the company, appoint a person to inquire and
report to it as to the circumstances of the case, and may,
before making the appointment, require the company to give
security for the payment of the costs of the inquiry;
Statement in
balance sheet
as to commis-
sions and
discounts.
Power of
company to
pay interest
out of capital in
certain cases.
(d) the payment shall be made only for such period as may be
determined by the court, and such period shall in no case
extend beyond the close of the half-year next after the half
year during which the works or buildings have been actually
completed or the plant provided:
(e) the rate of interest shall in no case exceed six per centum per
annum or such lower rate as may for the time being be
prescribed by the court;
(f) the payment of the interest shall not operate as a reduction of
the amount paid up on the shares in respect of which it is paid;
(g) the accounts of the company shall show the share capital on
which, and the rate at which, interest has been paid out of
capital during the period to which the accounts relate.
Certificates of Shares, etc.
94.-(1) Every company shall, within two months after the allotment of any of
its shares, debentures or debenture stock, and within two months after the
registration of the transfer of any such shares, debentures or debenture stock,
complete and have ready for delivery the certificates of all shares, the
debentures, and the certificates of all debenture stock allotted or transferred,
unless the conditions of issue of the shares, debentures, or debenture stock
otherwise provide.
(2) If default is made in complying with the requirements of this
section, the company, and every director, manager, secretary and other officer
of the company who is knowingly a party to the default, shall be liable to a fine
not exceeding twenty-five dollars for every day during which the default con-
tinues.
Limitation of
time for issue of
certificates.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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Information as to Mortgages, Charges, etc.
95.-(1) Every mortgage or charge created by a company registered in Belize
and being either-
(a) a mortgage or charge for the purpose of securing any issue of
debentures; or
(b) a mortgage or charge on uncalled share capital of the
company; or
(c) a mortgage or charge created or evidenced by an instrument
which, if executed by an individual, would require registration
as a bill of sale; or
(d) a mortgage or charge on any land, wherever situate, or any
interest therein; or
(e) a mortgage or charge on any book debt of the company; or
(f) a floating charge on the undertaking or property of the
company,
shall, so far as any security on the company’s property or undertaking is thereby
conferred, be void against the liquidator and any creditor of the company, unless
the prescribed particulars of the mortgage or charge, together with the instrument
(if any) by which the mortgage or charge is created or evidenced, are delivered
to or received by the Registrar for registration in manner required by this Act
within twenty-one days after the date of its creation, but without prejudice to
any contract or obligation for repayment of the money thereby secured, and
when a mortgage or charge becomes void under this section the money secured
thereby shall immediately become payable:
Provided that-
Registration of
mortgages and
charges.
(i) in the case of a mortgage or charge created out of
Belize comprising solely property situate outside
Belize, the delivery to and the receipt by the Registrar
of a copy of the instrument by which the mortgage or
charge is created or evidenced, verified in the
prescribed manner, shall have the same effect for the
purposes of this section as the delivery and receipt of
the instrument itself, and twenty-one days after the
date on which the instrument or copy could, in due
course of post, and if despatched with due diligence,
have been received in Belize, shall be substituted for
twenty-one days after the date of the creation of the
mortgage or charge, as the time within which the
particulars and instrument or copy are to be delivered
to the Registrar; and
(ii) where the mortgage or charge is created in Belize but
comprises property outside Belize, the instrument
creating or purporting to create the mortgage or charge
may be sent for registration notwithstanding that further
proceedings may be necessary to make the mortgage
or charge valid or effectual according to the law of
the country in which the property is situate; and
(iii) where a negotiable instrument has been given to secure
the payment of any book debts of a company, the
deposit of the instrument for the purpose of securing
an advance to the company shall not for the purposes
of this section be treated as a mortgage or charge on
those book debts; and
(iv) the holding of debentures entitling the holder to a charge
on land shall not be deemed to be an interest in land.
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(2) The Registrar shall keep, with respect to each company, a regis-
ter in the prescribed form of all the mortgages and charges created by the
company after the date of the coming into operation of this Act and requiring
registration under this section, and shall, on payment of the prescribed fee,
enter in the register, with respect to every such mortgage or charge, the date of
creation, the amount secured by it, short particulars of the property mortgaged
or charged, and the names of the mortgagees or persons entitled to the charge.
(3) Where a series of debentures containing, or giving by ref-
erence to any other instrument, any charge to the benefit of which the
debenture holders of that series are entitled pari passu is created by a com-
pany, it shall be sufficient if there are delivered to or received by the Registrar
within twenty-one days after the execution of the deed containing the charge or,
if there is no such deed, after the execution of any debentures of the series, the
following particulars-
(a) the total amount secured by the whole series; and
(b) the dates of the resolutions authorising the issue of the series
and the date of the covering deed, if any, by which the
security is created or defined; and
(c) a general description of the property charged; and
(d) the names of the trustees, if any, for the debenture holders,
together with the deed containing the charge, or, if there is no such deed, one
of the debentures of the series, and the Registrar shall, on payment of the
prescribed fee, enter those particulars in the register:
Provided that where more than one issue is made of debentures in the
series, there shall be sent to the Registrar for entry in the register particulars of
the date and amount of each issue, but an omission to do this shall not affect the
validity of the debentures issued.
(4) Where any commission, allowance or discount has been paid
or made either directly or indirectly by the company to any person in consid-
eration of his subscribing or agreeing to subscribe, whether absolutely or con-
ditionally, for any debentures of the company, or procuring or agreeing to
procure subscriptions, whether absolute or conditional, for any such deben-
tures, the particulars required to be sent for registration under this section shall
include particulars as to the amount or rate per centum of the commission,
discount or allowance so paid or made, but an omission to do this shall not
affect the validity of the debentures issued:
Provided that the deposit of any debentures as security for any debt
of the company shall not for the purposes of this provision be treated as the
issue of the debentures at a discount.
(5) The Registrar shall give a certificate under his hand of the regis-
tration of any mortgage or charge registered in pursuance of this section, stat-
ing the amount thereby secured, and the certificate shall be conclusive evi-
dence that the requirements of this section as to registration have been com-
plied with.
(6) The company shall cause a copy of every certificate of registra-
tion given under this section to be endorsed on every debenture or certificate
of debenture stock which is issued by the company, and the payment of which
is secured by the mortgage or charge so registered:
Provided that nothing in this subsection shall be construed as requiring
a company to cause a certificate of registration of any mortgage or charge so
given to be endorsed on any debenture or certificate of debenture stock which
has been issued by the company before the mortgage or charge was created.
(7) It shall be the duty of the company to send to the Registrar for
registration the particulars of every mortgage or charge created by the com-
pany and of the issues of debentures of a series, requiring registration under
this section, but registration of any such mortgage or charge may be effected
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Companies [CAP. 250
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on the application of any person interested therein.
(8) Where the registration is effected on the application of some
person other than the company, that person shall be entitled to recover from
the company the amount of any fees properly paid by him to the Registrar
on the registration.
(9) The register kept in pursuance of this section shall be open to
inspection by any person on payment of the prescribed fee, not exceeding
twenty-five cents for each inspection.
(10) Every company shall cause a copy of every instrument creating
any mortgage or charge requiring registration under this section to be kept at
the registered office of the company:
Provided that, in the case of a series of uniform debentures, a copy of
one such debenture shall be sufficient.
96.-(1) If any person obtains an order for the appointment of a receiver or
manager of the property of a company, or appoints such a receiver or manager
under any powers contained in any instrument, he shall within seven days from
the date of the order or of the appointment under the powers contained in the
instrument, give notice of the fact to the Registrar, and the Registrar shall, on
payment of the prescribed fee, enter the fact in the register of mortgages and
charges.
(2) If any person makes default in complying with the requirements
of this section, he shall be liable to a fine not exceeding twenty-five dollars for
every day during which the default continues.
97.-( 1) Every receiver or manager of the property of a company who has
been appointed under the powers contained in any instrument, and who has
taken possession, shall, once in every half-year while he remains in possession,
and also on ceasing to act as receiver or manager, file with the Registrar an
Filing of
accounts of
receivers and
managers.
Registration of
enforcement of
security.
abstract in the prescribed form of his receipts and payments during the period
to which the abstract relates, and shall also on ceasing to act as receiver or
manager, file with the Registrar notice to that effect, and the Registrar shall
enter the notice in the register of mortgages and charges.
(2) Every receiver or manager who makes default in complying
with this section shall be liable to a fine not exceeding two hundred and fifty
dollars.
98. A judge of the court, on being satisfied that the omission to register a
mortgage or charge within the time hereinbefore required, or that the omission
or mis-statement of any particular with respect to any such mortgage or charge,
was accidental, or due to inadvertence or to some other sufficient cause, or is
not of a nature to prejudice the position of creditors or shareholders of the
company, or that on other grounds it is just and equitable to grant relief, may,
on the application of the company or any person interested, and on such terms
and conditions as seem to the judge just and expedient, order that the time for
registration be extended, or as the case may be, that the omission or
mis-statement be rectified.
99. The Registrar, on evidence being given to his satisfaction with respect
to any registered charge, that the debt for which the charge was given has
been paid or satisfied, may enter on the register a memorandum of satisfaction
and shall, if required, furnish the company with a copy thereof.
100. The Registrar shall keep a chronological index, in the prescribed form
and with the prescribed particulars, of the mortgages or charges registered
with him under this Act.
101.-(1) If any company makes default in sending to the Registrar for
registration the particulars of any mortgage or charge created by the company,
and of the issues of debentures of a series, requiring registration with the
Registrar under this Act, then, unless the registration has been effected on the
application of some other person, the company, and every director, manager,
Index to register
of mortgages
and charges.
Penalties.
Rectification of
register of
mortgages.
Entries of
satisfaction and
release of
property from
charge.
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Companies [CAP. 250
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secretary or other person who is knowingly a party to the default, shall on
conviction be liable to a fine not exceeding two hundred and fifty dollars for
every day during which the default continues.
(2) Subject as aforesaid, if any company makes default in complying
with any of the requirements of this Act as to the registration with the Registrar
of any mortgage or charge created by the company, the company and every
director, manager and other officer of the company, who knowingly and wilfully
authorised or permitted the default shall, without prejudice to any other liability,
be liable on summary conviction to a fine not exceeding five hundred dollars.
(3) If any person knowingly and wilfully authorises or permits the
delivery of any debenture or certificate of debenture stock requiring registra-
tion with the Registrar under this Act without a copy of the certificate of regis-
tration being endorsed upon it, he shall, without prejudice to any other liability,
be liable on summary conviction to a fine not exceeding five hundred dollars.
102.-(1) Every limited company shall keep a register of mortgages and enter
therein all mortgages and charges specifically affecting property of the company,
giving in each case a short description of the property mortgaged or charged,
the amount of the mortgage or charge, and (except in the case of securities to
bearer) the names of the mortgagees or persons entitled thereto.
(2) If any director, manager or other officer of the company know-
ingly and wilfully authorises or permits the omission of any entry required to be
made in pursuance of this section, he shall be liable to a fine not exceeding two
hundred and fifty dollars.
103.-(1) The copies of instruments creating any mortgage or charge requiring
registration under this Act with the Registrar, and the register of mortgages kept
in pursuance of section 102 shall be open at all reasonable times to the inspection
of any creditor or member of the company without fee, and the register of
mortgages shall also be open to the inspection of any other person on payment
of such fee, not exceeding twenty-five cents for each inspection, as the company
Company’s
register of
mortgages.
Right to
inspect copies
of instruments
creating
mortgages and
charges and
company’s
may prescribe.
(2) If inspection of the said copies or register is refused, any officer
of the company refusing inspection and every director and manager of the
company authorising or knowingly and wilfully permitting the refusal, shall be
liable to a fine not exceeding twenty-five dollars, and a further fine not exceed-
ing ten dollars for every day during which the refusal continues and, in addition
to the above penalty, any judge of the court sitting in chambers may by order
compel an immediate inspection of the copies or register.
104.-(1) Every register of holders of debentures of a company shall, except
when closed in accordance with the articles during such period or periods (not
exceeding in the whole thirty days in any year) as may be specified in the
articles, be open to the inspection of the registered holder of any such
debentures, and of any holder of shares in the company, but subject to such
reasonable restrictions as the company may in general meeting impose, so that
at least two hours in each day are appointed for inspection, and every such
holder may require a copy of the register or any part thereof on payment of
twenty-five cents for every one hundred words required to be copied.
(2) A copy of any trust deed for securing any issue of debentures
shall be forwarded to every holder of any such debentures at his request on
payment, in the case of a printed trust deed, of the sum of twenty-five cents or
such less sum as may be prescribed by the company or, where the trust deed
has not been printed, on payment of twelve cents for every one hundred words
required to be copied.
(3) If inspection is refused, or a copy is refused or not forwarded,
the company shall be liable to a fine not exceeding twenty-five dollars, and to
a further fine not exceeding ten dollars for every day during which’ the refusal
continues, and every director, manager, secretary or other officer of the com-
pany who knowingly authorises or permits the refusal shall incur the like
penalty.
register of
mortgage.
Right of deben-
ture holders to
inspect the
register of
debenture
holders and to
have copies of
trust deed.
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Debentures and Floating Charges
105. A condition contained in any debentures or in any deed for securing
any debentures, whether issued or executed before or after the passing of this
Act, shall not be invalid by reason only that thereby the debentures are made
irredeemable or redeemable only on the happening of a contingency, however
remote, or on the expiration of a period, however long, any rule of equity to the
contrary notwithstanding.
106.-(1) Where a company has redeemed any debentures previously issued,
the company, unless the articles or the conditions of issue expressly otherwise
provide, or unless the debentures have been redeemed in pursuance of any
obligation on the company to do so (not being an obligation enforceable only
by the person to whom the redeemed debentures were issued or his assigns),
shall have power, and shall be deemed always to have had power, to keep the
debentures alive for the purposes of re-issue, and where a company has
purported to exercise such a power, the company shall have power, and shall
be deemed always to have had power, to re-issue the debentures either by
re-issuing the same debentures or by issuing other debentures in their place,
and upon such a re-issue, the person entitled to the debentures shall have, and
shall be deemed always to have had, the same rights and priorities as if the
debentures had not previously been issued.
(2) Where with the object of keeping debentures alive for the pur-
pose of re-issue they have been transferred to a nominee of the company, a
transfer from that nominee shall be deemed to be a re-issue for the purposes of
this section.
(3) Where a company has deposited any of its debentures to secure
advances from time to time on current account or otherwise, the debentures
shall not be deemed to have been redeemed by reason only of the account of
the company having ceased to be in debit whilst the debentures remained so
deposited.
Perpetual
debentures.
Power to re-
issue re-
deemed
debentures in
certain cases.
(4) The re-issue of a debenture or the issue of another debenture in
its place under the power by this section given to, or deemed to have been
possessed by, a company, shall be treated as the issue of a new debenture for
the purposes of stamp duty, but it shall not be so treated for the purposes of
any provision limiting the amount or number of debentures to be issued:
Provided that any person lending money on the security of a debenture
re-issued under this section which appears to be duly stamped may give the
debenture in evidence in any proceedings for enforcing his security without
payment of the stamp duty or any penalty in respect thereof, unless he had
notice or, but for his negligence, might have discovered, that the debenture
was not duly stamped, but in any such case the company shall be liable to pay
the proper stamp duty and penalty.
(5) Nothing in this section shall prejudice any power to issue de-
bentures in the place of any debentures paid off or otherwise satisfied or extin-
guished, reserved to a company by its debentures or the securities for the
same.
107. A contract with a company to take up and pay for any debentures of
the company may be enforced by an order for specific performance.
108.-(1) Where either a receiver is appointed on behalf of the holders of any
debentures of the company secured by a floating charge, or possession is
taken by or on behalf of those debenture holders or any property comprised
in or subject to the charge, then, if the company is not at the time in course of
being wound-up, the debts which in every winding-up are under Part IV relating
to preferential payments to be paid in priority to all other debts, shall be paid
forthwith out of any assets coming to the hands of the receiver or other person
taking possession as aforesaid in priority to any claim for principal or interest
in respect of the debentures.
(2) The periods of time mentioned in Part IV shall be reckoned
Specific perfor-
mance of contract
to subscribe for
debentures.
Payments of cer-
tain debts out of
assets subject to
floating charge in
priority to claims
under the charge.
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from the date of the appointment of the receiver or of possession being taken
as aforesaid, as the case may be.
(3) Any payments made under this section shall be recouped as far
as may be out of the assets of the company available for payment of general
creditors.
Statement to be Published by Banking and Certain Other Companies
109.-(1) Every company, being a limited banking company or an insurance
company or a deposit, provident, or benefit society shall, before it commences
business, and also on the first Monday in February and the first Tuesday in
August in every year during which it carries on business, make a statement in
the form marked “C” in the First Schedule, or as near thereto as circumstances
will admit.
(2) A copy of the statement shall be put up in a conspicuous place in
the registered office of the company, and in every branch office or place where
the business of the company is carried on.
(3) Every member and every creditor of the company shall be en-
titled to a copy of the statement, on payment of a sum not exceeding twenty-
five cents.
(4) If default is made in compliance with this section, the com-
pany shall be liable to a fine not exceeding twenty-five dollars for every day
during which the default continues, and every director and manager of the com-
pany who knowingly and wilfully authorises or permits the default shall be liable
to the like penalty.
(5) For the purposes of this Act, a company that carries on the busi-
ness of insurance in common with any other business or businesses shall be
deemed to be an insurance company.
Certain
companies to
publish
statement in
Schedule.
First Schedule.
Inspection and Audit
110.-(1) The court may appoint one or more competent inspectors to
investigate the affairs of any company and to report thereon in such manner as
the court directs-
(a) in the case of a banking company having a share capital, on
the application of members holding not less than one-third of
the shares issued;
(b) in the case of any other company having a share capital, on
the application of members holding not less than one-tenth of
the shares issued;
(c) in the case of a company not having a share capital, on the
application of not less than one-fifth in number of the persons
on the company’s register of members.
(2) The application shall be supported by such evidence as the court
may require for the purpose of showing that the applicants have good reason
for, and are not actuated by malicious motives in requiring the investi-
gation, and the court may, before appointing an inspector, require the appli-
cants to give security for payment of the costs of the inquiry.
(3) It shall be the duty of all officers and agents of the company to
produce to the inspectors all books and documents in their custody or power.
(4) An inspector may examine on oath the officers and agents of
the company in relation to its business, and may administer an oath accordingly.
(5) If any officer or agent refuses to produce any book or docu-
ment which under this section it is his duty to produce, or to answer any ques-
tion relating to the affairs of the company, he shall be liable to a fine not ex-
ceeding twenty-five dollars in respect of each offence.
Investigation of
affairs of
company.
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(6) On the conclusion of the investigation, the inspectors shall report
their opinion to the court, and a copy of the report shall be forwarded by the
Registrar of the court to the registered office of the company, and a further
copy shall, at the request of the applicants for the investigation, be delivered to
them.
(7) The report shall be written or printed, as the court may direct.
(8) All expenses of and incidental to the investigation shall be de-
frayed by the applicants, unless the court directs them to be paid by the com-
pany, which the court is hereby authorised to do.
111.-(1) A company may by special resolution appoint inspectors to investigate
its affairs.
(2) Inspectors so appointed shall have the same powers and duties
as inspectors appointed by the court, except that, instead of reporting to the
court, they shall report in such manner and to such persons as the company in
general meeting may direct.
(3) Officers and agents of the company shall incur the like penalties
in case of refusal to produce any book or document required to be produced
to inspectors so appointed, or to answer any question, as they would have
incurred if the inspectors had been appointed by the court.
112. A copy of the report of any inspector appointed under this Act,
authenticated by the seal of the company whose affairs he has investigated,
shall be admissible in any legal proceeding as evidence of the opinion of the
inspector in relation to any matter contained in the report.
113.-(1) Every company shall, at each annual general meeting, appoint an
auditor or auditors to hold office until the next annual general meeting.
(2) If an appointment of auditors is not made at an annual general
Appointment
and remunera-
tion of audi-
tors.
Power of
company to
appoint
inspectors.
Report of
inspectors to
be evidence.
meeting, the court may, on the application of any member of the company,
appoint an auditor of the company for the current year, and fix the remunera-
tion to be paid to him by the company for his services.
(3) A director or officer of the company shall not be capable of
being appointed auditor of the company.
(4) A person, other than a retiring auditor, shall not be capable of
being appointed auditor at an annual general meeting unless notice of an inten-
tion to nominate that person to the office of auditor has been given by a share-
holder to the company not less than fourteen days before the annual general
meeting, and the company shall send a copy of any such notice to the retiring
auditor, and shall give notice thereof to the shareholders, either by advertise-
ment or in any other mode allowed by the articles, not less than seven days
before the annual general meeting:
Provided that, if after notice of the intention to nominate an auditor has
been so given, an annual general meeting is called for a date fourteen days or
less after the notice has been given, the notice, though not given within the time
required by this provision, shall be deemed to have been properly given for
the purposes thereof, and the notice to be sent or given by the company may,
instead of being sent or given within the time required by this provision, be sent
or given at the same time as the notice of the annual general meeting.
(5) The first auditors of the company may be appointed by the
directors before the statutory meeting, and if so appointed shall hold office
until the first annual general meeting, unless previously removed by a resolu-
tion of the shareholders in general meeting, in which case the shareholders at
that meeting may appoint auditors.
(6) The directors may fill any casual vacancy in the office of
auditor, but while any such vacancy continues, the surviving or continuing
auditor or auditors, if any, may act.
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(7) The remuneration of the auditors of a company shall be fixed by
the company in general meeting, except that the remuneration of any audi-
tors appointed before the statutory meeting, or to fill any casual vacancy, may
be fixed by the directors.
114.-(1) Every auditor of a company shall have a right of access at all times to
the books and accounts and vouchers of the company, and shall be entitled to
require from the directors and officers of the company such information and
explanation as may be necessary for the performance of the duties of the auditors.
(2) The auditors shall make a report to the shareholders on the ac-
counts examined by them, and on every balance sheet laid before the company
in general meeting during their tenure of office, and the report shall state-
(a) whether or not they have obtained all the information and
explanations they have required; and
(b) whether, in their opinion, the balance sheet referred to in the
report is properly drawn up so as to exhibit a true and correct
view of the state of the company’s affairs according to the
best of their information and the explanations given to them,
and as shown by the books of the company.
(3) The balance sheet shall be signed on behalf of the board by two
of the directors of the company, or if there is only one director, by that director,
and the auditors’ report shall be attached to the balance sheet, or there shall be
inserted at the foot of the balance sheet a reference to the report, and the report
shall be read before the company in general meeting, and shall be open to
inspection by any shareholder.
(4) Any shareholder shall be entitled to be furnished with a copy of
the balance sheet and auditors’ report at a charge not exceeding twelve cents
for every hundred words.
Powers and
duties of
auditors.
(5) If any copy of a balance sheet which has not been signed as
required by this section is issued, circulated, or published, or if any copy of a
balance sheet is issued, circulated or published without either having a copy of
the auditors’ report attached thereto or containing such reference to that re-
port as is required by this section, the company, and every director, man-
ager, secretary or other officer of the company who is knowingly a party to
the default shall on conviction be liable to a fine not exceeding two hundred
and fifty dollars.
115.-(1) Holders of preference shares and debentures of a company shall
have the same right to receive and inspect the balance sheets of the company
and the reports of the auditors and other reports as is possessed by the holders
of ordinary shares in the company.
(2) This section shall not apply to a private company.
Carrying on Business with Less than the Legal
Minimum of Members
116. If at any time the number of members of a company is reduced, in the
case of a private company, below two, or, in the case of any other company,
below seven, and it carries on business for more than six months while the
number is so reduced, every person who is a member of the company during
the time that it so carries on business after those six months, and is cognisant of
the fact that it is carrying on business with fewer than two members, or seven
members, as the case may be, shall be severally liable for the payment of the
whole debts of the company contracted during that time, and may be severally
sued for the same, without joinder in the action of any other member.
Service and Authentication of Documents
117. A document may be served on a company by leaving it at or sending
it by post to the registered office of the company.
Service of
documents on
company.
Right of prefer-
ence sharehold-
ers, etc., as to re-
ceipt and inspec-
tion of reports,
etc.
Prohibition of
carrying on
business with
fewer than
seven or, in the
case of a private
company, two
members.
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118. A document or proceeding requiring authentication by a company may
be signed by a director, secretary or other authorised officer of the company,
and need not be under its common seal.
Tables and Forms
119.-(1) The forms in the Third Schedule, or forms as near thereto as
circumstances admit, shall be used in all matters to which those forms refer.
(2) The Minister may alter any of the tables and forms in the First
Schedule, so that he does not increase the amount of fees payable to the Reg-
istrar in the said Schedule mentioned, and may alter or add to the forms in the
Third Schedule.
(3) Any such table or form, when altered, shall be published in the
Gazette, and thenceforth shall have the same force as if it were included in one
of the Schedules to this Act, but no alteration made by the Minister in Table A
in the First Schedule shall affect any company registered before the alteration,
or repeal, as respects that company, any portion of that table.
Arbitration
120.-(1) A company may, by writing under its common seal, agree to refer
and may refer to arbitration any existing or future difference between itself and
any other company or person.
(2) Companies parties to the arbitration may delegate to the arbitra-
tor power to settle any terms or to determine any matter capable of being
lawfully settled or determined by the companies themselves, or by their direc-
tors or other managing body.
(3) Rules of the Supreme Court relating to arbitration shall apply to
arbitrations between companies and persons in pursuance of this Act.
Application and
alteration of
tables and forms.
Third Schedule.
First Schedule.
Authentication
of documents.
Arbitration
between
companies and
others.
Third Schedule.
Table A,
First Schedule.
Power to Compromise
121.-(1) Where a compromise or arrangement is proposed between a company
and its creditors or any class of them, or between the company and its members
or any class of them, the court may, on the application in a summary way of the
company or of any creditor or member of the company, or, in the case of a
company being wound-up, of the liquidator, order a meeting of the creditors
or class of creditors, or of the members of the company or class of members,
as the case may be, to be summoned in such manner as the court directs.
(2) If a majority in number representing three-fourths in value of
the creditors or class of creditors, or members or class of members, as the
case may be, present either in person or by proxy at the meeting, agree to any
compromise or arrangement, the compromise or arrangement shall, if sanc-
tioned by the court, be binding on all the creditors or the class of creditors, or
on the members or class of members, as the case may be, and also on the
company or, in the case of a company in the course of being wound-up, on the
liquidator and contributories of the company.
(3) In this section, the expression “company” means any company
liable to be wound-up under this Act.
Private Companies
122.-(1) For the purposes of this Act, the expression “private company”
means a company which by its articles-
(a) restricts the right to transfer its shares; and
(b) limits the number of its members (exclusive of persons who
are in the employment of the company and of persons who,
having been formerly in the employment of the company, were,
while in such employment, and have continued after the
determination of such employment, to be members of the com-
Power to
compromise with
creditors and
members.
Meaning of
“private
company”.
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pany) to fifty; and
(c) prohibits any invitation to the public to subscribe for any shares
or debentures of the company.
(2) A private company may, subject to anything contained in the
memorandum or articles, by passing a special resolution and by filing with the
Registrar such a statement in lieu of prospectus as the company, if a public
company, would have had to file before allotting any of its shares or deben-
tures, together with such a statutory declaration as the company, if a public
company, would have had to file before commencing business, turn itself into a
public company.
(3) Where two or more persons hold one or more shares in a com-
pany jointly they shall, for the purposes of this section, be treated as a single
member.
(4) Where the articles of a company include the provisions which,
by this section, are required to be included therein in order to constitute the
company a private company, and default is made in complying with any of
those provisions, the company shall cease to be entitled to the privileges and
exemptions conferred on private companies under section 27 (3), sections 115,
116 and section 130 (d), and thereupon the said provisions shall apply to the
company as if it were not a private company:
Provided that the court, on being satisfied that the failure to comply
with the conditions was accidental or due to inadvertence or to some other
sufficient cause, or that on other grounds it is just and equitable to grant relief,
may, on the application of the company or any other person interested, and on
such terms and conditions as seem to the court just and expedient, order that
the company be relieved from such consequences as aforesaid.
(5) Every private company shall send with the annual list of mem-
bers and summary required to be sent under section 27 a certificate signed by
a director or the secretary that the company has not, since the date of the last
return, or in the case of a first return since the date of the incorporation of the
company, issued any invitation to the public to subscribe for any shares or
debentures of the company, and, where the list of members discloses the fact
that the number of members of the company exceeds fifty, also a certificate so
signed that such excess consists wholly of persons who under this section are
to be excluded in reckoning the number of fifty.
PART IV
Winding- Up
Preliminary
123.-(1) The winding-up of a company may be either-
(a) by the court; or
(b) voluntary; or
(c) subject to the supervision of the court.
(2) This Act with respect to winding-up applies, unless the
contrary appears, to the winding-up of a company in any of those
modes.
Contributories
124.-(1) In the event of a company being wound-up, every present and past
member shall, subject to this section, be liable to contribute to the assets of the
company to an amount sufficient for payment of its debts and liabilities and the
costs, charges and expenses of the winding-up, and for the adjustment of the
rights of the contributories among themselves, with the qualifications following
(that is to say)-
Liability as
contributories of
present and past
members.
Modes of
winding-up.
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(a) a past member shall not be liable to contribute if he has ceased
to be a member for one year or upwards before the
commencement of the winding-up;
(b) a past member shall not be liable to contribute in respect of
any debt or liability of the company contracted after he ceased
to be a member;
(c) a past member shall not be liable to contribute unless it
appears to the court that the existing members are unable to
satisfy the contributions required to be made by them in
pursuance of this Act;
(d) in the case of a company limited by shares, no contribution
shall be required from any member exceeding the amount, if
any, unpaid on the shares in respect of which he is liable as a
present or past member;
(e) in the case of a company limited by guarantee, no contribution
shall be required from any member exceeding the amount
undertaken to be contributed by him to the assets of the
company in the event of its being wound-up;
(f) nothing in this Act shall invalidate any provision contained in
any policy of insurance or other contract whereby the liability
of individual members on the policy or contract is restricted,
or whereby the funds of the company are alone made liable in
respect of the policy or contract;
(g) a sum due to any member of a company, in his character of a
member, by way of dividends, profits or otherwise, shall not
be deemed to be a debt of the company, payable to that
member in a case of competition between himself and any other
creditor not a member of the company, but any such sum may
be taken into account for the purpose of the final adjustment
of the rights of the contributories among themselves.
(2) In the winding-up of a limited company, any director or man-
ager, whether past or present, whose liability is, in pursuance of this Act, un-
limited, shall, in addition to his liability (if any) to contribute as an ordinary
member, be liable to make a further contribution as if he were at the com-
mencement of the winding-up a member of an unlimited company:
Provided that-
(a) a past director or manager shall not be liable to make such
further contribution if he has ceased to hold office for a year
or upwards before the commencement of the winding-up;
(b) a past director or manager shall not be liable to make such
further contribution in respect of any debt or liability of the
company contracted after he ceased to hold office;
(c) subject to the articles of the company, a director or manager
shall not be liable to make such further contribution unless the
court considers it necessary to require that contribution in
order to satisfy the debts and liabilities of the company, and
the costs, charges and expenses of the winding-up.
(3) In the winding-up of a company limited by guarantee which has
a share capital, every member of the company shall be liable, in addition to the
amount undertaken to be contributed by him to the assets of the company in
the event of its being wound-up, to contribute to the extent of any sums unpaid
on any shares held by him.
125. The expression “contributory” means every person liable to contribute
to the assets of a company in the event of its being wound-up, and for the
purposes of all proceedings for determining, and all proceedings prior to the
Definition of
“contributory”.
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final determination, of the persons who are to be deemed contributories, includes
any person alleged to be a contributory.
126. The liability of a contributory shall create a debt (of the nature of a
specialty) accruing due from him at the time when his liability commenced, but
payable at the times when calls are made for enforcing the liability.
127.-(1) If a contributory dies either before or after he has been placed on the
list of contributories, his personal representatives and his devisees, shall be
liable in due course of administration to contribute to the assets of the company
in discharge of his liability and shall be contributories accordingly.
(2) Where the personal representatives are placed on the list of con-
tributories, the devisees need not be added, but they may be added as and
when the court thinks fit.
(3) If the personal representatives make default in paying any money
ordered to be paid by them, proceedings may be taken for administering the
personal and real estates of the deceased contributory, or either of them, and of
compelling payment thereout of the money due.
128. If a contributory becomes bankrupt, either before or after he has been
placed on the list of contributories, then-
(a) his trustee in bankruptcy shall represent him for all the
purposes of the winding-up, and shall be a contributory
accordingly, and may be called on to admit to prove against
the estate of the bankrupt, or otherwise to allow to be paid
out of his assets in due course of law, any money due from the
bankrupt in respect of his liability to contribute to the assets of
the company; and
(b) there may be proved against the estate of the bankrupt the
estimated value of his liability to future calls as well as calls
Contributories
in case of
bankruptcy of
member.
Nature of liability
of contributory.
Contributories
in case of
death of
member.
already made.
129.-(1) The husband of a female contributory married before the date of the
commencement of the Married Women’s Property Act, 1882, shall, during
the continuance of the marriage, be liable, as respects any liability attaching to
any shares acquired by her before that date, to contribute to the assets of the
company the same sum as she would have been liable to contribute if she had
not married, and he shall be a contributory accordingly.
(2) Subject as aforesaid, nothing in this Act shall affect the
provisions of the Married Women’s Property Act.
Winding-Up by Court
130.-(1) A company may be wound-up by the court if-
(a) the company has by special resolution resolved that the company
be wound-up by the court;
(b) default is made in filing the statutory report or in holding the
statutory meeting;
(c) the company does not commence its business within a year
from its incorporation, or suspends its business for a whole
year;
(d) the number of members is reduced, in the case of a private
company, below two, or, in the case of any other company,
below seven;
(e) the company is unable to pay its debts;
(f) the court is of opinion that it is just and equitable that the
company should be wound-up.
Circumstances in
which company
may be wound-
up by court.
Provision as to
married women.
1882, c. 15.
CAP. 176.
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(2) A company to which the Insurance Act applies may be wound-
up by the court if a petition is presented under section 51 or 52 of that Act.
131. A company shall be deemed to be unable to pay its debts if-
(a) a creditor, by assignment or otherwise, to whom the company
is indebted in a sum exceeding two hundred and fifty dollars
then due, has served on the company, by leaving the same at
its registered office, a demand under his hand requiring the
company to pay the sum so due, and the company has for
three weeks thereafter neglected to pay the sum, or to secure
or compound for it to the reasonable satisfaction of the
creditor; or
(b) execution or other process issued on a judgment decree or
order of any court in favour of a creditor of the company is
returned unsatisfied in whole or in part; or
(c) it is proved to the satisfaction of the court that the company is
unable to pay its debts and, in determining whether a
company is unable to pay its debts, the court shall take
into account the contingent and prospective liabilities of the
company;
(d) it is a company to which the Insurance Act applies and it does
not possess the margin of solvency specified in section 53
(2) of that Act.
132. The court having jurisdiction to wind-up companies registered in Belize
shall be the Supreme Court.
133.-(1) An application to the court for the winding-up of a company shall be
by petition, presented subject to this section either by the company, or by any
creditor or creditors (including any contingent or prospective creditor or
Provisions as
to applications
for winding-up.
15 of 1975.
CAP. 251.
Jurisdiction to
wind-up compa-
nies in Belize.
Company when
deemed unable
to pay its debt.
15 of 1975.
CAP. 251.
creditors), contributory or contributories, or by all or any of those parties,
together or separately:
Provided that-
(a) a contributory shall not be entitled to present a petition for
winding-up a company unless-
(i) either the number of members is reduced, in the case
of a private company, below two, or, in the case of
any other company, below seven; or
(ii) the shares in respect of which he is a contributory, or
some of them, either were originally allotted to him or
have been held by him, and registered in his name, for
at least six months during the eighteen months before
the commencement of the winding-up, or have
devolved on him through the death of a former holder;
and
(b) a petition for winding-up a company on the ground of default
in filing the statutory report or in holding the statutory meeting
shall not be presented by any person except the shareholder,
nor before the expiration of fourteen days after the last day on
which the meeting ought to have been held; and
(c) the court shall not give a hearing to a petition for winding-
up a company by a contingent or prospective creditor until
such security for costs has been given as the court thinks
reasonable and until a prima facie case for winding-up has
been established to the satisfaction of the court.
(2) Where a company is being wound-up voluntarily or subject to
supervision, a petition may be presented by the Official Receiver attached to
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the court, as well as by any other person authorised in that behalf under the
other provisions of this section, but the court shall not make a winding-up order
on the petition unless it is satisfied that the voluntary winding-up or winding-up
subject to supervision cannot be continued with due regard to the interests of
the creditors or contributories.
(3) Where a company, being a company to which the Insurance Act
applies, is being wound-up voluntarily or subject to supervision, a petition may
be presented by the Supervisor of Insurance, but the court shall not make a
winding-up order on the petition unless it is satisfied that the voluntary wind-
ing-up or winding-up subject to supervision cannot be continued with due
regard to the interests of the persons holding policies issued by the com-
pany.
(4) Where under this Part any person as being the husband of a
female contributory is himself a contributory, and a share has, during the whole
or any part of the six months mentioned in paragraph (ii) of proviso (a) to
subsection (1) been held by or registered in the name of the wife, or by or in the
name of a trustee for the wife or for the husband, the share shall for the pur-
poses of this section, be deemed to have been held by and registered in the
name of the husband.
(5) The Supervisor of Insurance shall be made a party to any peti-
tion under subsection (1) or (2) for winding-up a company to which the Insur-
ance Act applies.
134. An order for winding-up a company shall operate in favour of all the
creditors and of all the contributories of the company as if made on the joint
petition of a creditor and of a contributory.
135. A winding-up of a company by the court shall be deemed to commence
at the time of the presentation of the petition for the winding-up.
15 of 1975.
CAP. 251.
15 of 1975.
CAP. 251.
Effect of
winding-up
order.
Commence-
ment of
winding-up by
court.
136. At any time after the presentation of a petition for winding-up, and
before a winding-up order has been made, the company, or any creditor or
contributory, may where any action or proceeding is pending against the
company, apply to the court having jurisdiction to wind-up the company to
restrain further proceedings in the action or proceeding, and the court to which
application is so made may, as the case may be, stay or restrain the proceedings
accordingly on such terms as it thinks fit.
137.-(1) On hearing a winding-up petition, the court may dismiss it with or
without costs or adjourn the hearing conditionally or unconditionally, or make
any interim order, or any other order that it thinks fit, but the court shall not
refuse to make a winding-up order on the ground only that the assets of the
company have been mortgaged to an amount equal to or in excess of those
assets or that the company has no assets.
(2) Where the petition is presented on the ground of default in filing
the statutory report or in holding the statutory meeting, the court may order the
costs to be paid by any persons who, in the opinion of the court, are respon-
sible for the default.
138. When a winding-up order has been made, no action or proceeding
shall be proceeded with or commenced against the company except by leave
of the court and subject to such terms as the court may impose.
139. On the making of a winding-up order, a copy of the order must forthwith
be forwarded by the company to the Registrar, who shall make a minute thereof
in his books relating to the company.
140. The court may at any time after an order for winding-up, on the
application of any creditor or contributory, and on proof to the satisfaction of
the court that all proceedings in relation to the winding-up ought to be stayed,
make an order staying the proceedings, either altogether or for a limited time,
on such terms and conditions as the court thinks fit.
Power to stay or
restrain pro-
ceedings
against com-
pany.
Power of court
on hearing
petition.
Actions stayed
on winding-up
order.
Copy of order to
be forwarded to
Registrar.
Power of court
to stay winding-
up.
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141. The court may, as to all matters relating to a winding-up, have regard to
the wishes of the creditors or contributories as proved to it by any sufficient
evidence.
Official Receiver
142.-(1) For the purposes of this Act so far as it relates to the winding-up of
companies by the court, the expression “Official Receiver” shall mean the Official
Receiver, if any, appointed for bankruptcy purposes, or, if there is more than
one such Official Receiver, then the Official Receiver nominated by the Attorney
General for the purpose.
(2) Any such officer shall for the purpose of his duties under this Act
be styled the “Official Receiver”.
143.-(1) Where the court has made a winding-up order, there shall be made
out and submitted to the Official Receiver a statement as to the affairs of the
company in the prescribed form, verified by affidavit, and showing the particulars
of its assets, debts and liabilities, the names, residences and occupations of its
creditors, the securities held by them respectively, the dates when the securities
were respectively given, and such further or other information as may be
prescribed or as the Official Receiver may require.
(2) The statement shall be submitted and verified by one or more of
the persons who are at the time of the winding-up order the directors and by
the person who is at that time the secretary or other chief officer of the com-
pany, or by such of the persons hereinafter in this subsection mentioned as the
Official Receiver, subject to the direction of the court, may require to submit
and verify the statement, that is to say, persons-
(a) who are or have been directors or officers of the company; or
(b) who have taken part in the formation of the company at any
time within one year before the winding-up order.
Court may
have regard to
wished of
creditors or
contributories.
Definition of
“Official
Receiver”.
Statement of
company’s
affairs to be
submitted to
Official
Receiver.
(3) The statement shall be submitted within fourteen days from the
date of the order, or within such extended time as the Official Receiver or the
court may for special reasons appoint.
(4) Any person making or concurring in making the statement and
affidavit required by this section shall be allowed, and shall be paid by the
Official Receiver out of the assets of the company, such costs and expenses
incurred in and about the preparation and making of the statement and affida-
vit as the Official Receiver may consider reasonable, subject to an appeal to
the court.
(5) If any person, without reasonable excuse, makes default in com-
plying with the requirements of this section, he shall be liable to a fine not
exceeding fifty dollars for every day during which the default continues.
(6) Any person stating himself in writing to be a creditor or con-
tributory of the company shall be entitled by himself or by his agent at all
reasonable times, on payment of the prescribed fee, to inspect the statement
submitted in pursuance of this section, and to a copy thereof or extract there-
from.
(7) Any person untruthfully so stating himself to be a creditor or
contributory shall be guilty of a contempt of court and shall be punishable
accordingly on the application of the liquidator or of the Official Receiver.
144.-(1) Where the court has made a winding-up order, the Official Receiver
shall, as soon as practicable after receipt of the statement of the company’s
affairs, submit a preliminary report to the court-
(a) as to the amount of capital issued, subscribed and paid up,
and the estimated amount of assets and liabilities; and
(b) if the company has failed, as to the causes of the failure; and
Report by Offi-
cial Receiver.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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(c) whether in his opinion further inquiry is desirable as to any
matter relating to the promotion, formation or failure of the
company, or the conduct of the business thereof.
(2) The Official Receiver may also, if he thinks fit, make a further
report, or further reports, stating the manner in which the company was formed
and whether in his opinion any fraud has been committed by any person in its
promotion or formation, or by any director or other officer of the company in
relation to the company since the formation thereof, and any other matters
which in his opinion it is desirable to bring to the notice of the court.
Liquidators
145.-(1) For the purpose of conducting the proceedings in winding-up a
company and performing such duties in reference thereto as the court may
impose, the court may appoint a liquidator or liquidators.
(2) The court may make such an appointment provisionally at any
time after the presentation of a petition and before the making of an order for
winding-up.
(3) If a provisional liquidator is appointed before the making of a
winding-up order, the Official Receiver or any other fit person may be ap-
pointed.
(4) On a winding-up order being made, the Official Receiver shall
by virtue of his office become the provisional liquidator and shall continue to act
as such until he or another person becomes liquidator and is capable of acting
as such.
(5) When a person other than the Official Receiver is appointed
liquidator, he shall not be capable of acting as liquidator until he has notified his
appointment to the Registrar and given security in the prescribed manner to the
satisfaction of the court.
Appointment,
remuneration
and title of
liquidators.
(6) If more than one liquidator is appointed by the court, the court
shall declare whether any act by this Act required or authorised to be done by
the liquidator is to be done by all or any one or more of the persons appointed.
(7) A liquidator appointed by the court may resign or, on cause
shown, be removed by the court.
(8) A vacancy in the office of a liquidator appointed by the court
shall be filled by the court, and the Official Receiver shall by virtue of his office
be the liquidator during the vacancy.
(9) Where a person other than the Official Receiver is appointed
liquidator, he shall receive such salary or remuneration by way of percentage
or otherwise as the court may direct, and, if more such persons than one are
appointed liquidators, their remuneration shall be distributed among them in
such proportions as the court directs.
(10) A liquidator shall be described as follows (that is to say), where
a person other than the Official Receiver is liquidator, by the style of the liqui-
dator, and, where the Official Receiver is liquidator, by the style of the Official
Receiver and liquidator, and of the particular company in respect of which he
is appointed, and not by his individual name.
(11) The acts of a liquidator shall be valid notwithstanding any de-
fects that may afterwards be discovered in his appointment or qualification.
146. In a winding-up by the court, the liquidator shall take into his custody,
or under his control, all the property and things in action to which the company
is or appears to be entitled.
147.-(1) The liquidator in a winding-up by the court shall have power, with
the sanction either of the court or of the committee of inspection-
(a) to bring or defend any action or other legal proceeding in the
Custody of
company’s
property.
Powers of
liquidator.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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name and on behalf of the company;
(b) to carry on the business of the company, so far as may be
necessary for the beneficial winding-up thereof;
(c) to employ an attorney or other agent to take any proceedings
or do any business which the liquidator is unable to take or
do himself, but the sanction in this case must be obtained
before the employment, except in cases of urgency, and in
those cases it must be shown that no undue delay took place
in obtaining the sanction.
(2) The liquidator in a winding-up by the court shall have power-
(a) to sell the real and personal property, and things in action of
the company, by public auction or private contract, with power
to transfer the whole thereof to any person or company, or to
sell the same in parcels;
(b) to do all acts and to execute, in the name and on behalf of the
company, all deeds, receipts and other documents, and for
that purpose to use, when necessary, the company’s seal;
(c) to prove, rank and claim in the bankruptcy, insolvency
or sequestration of any contributory, for any balance against
his estate, and to receive dividends in the bankruptcy,
insolvency or sequestration in respect of that balance, as a
separate debt due from the bankrupt or insolvent, and
rateably with the other separate creditors;
(d) to draw, accept, make and indorse any bill of exchange or
promissory note in the name and on behalf of the company,
with the same effect with respect to the liability of the company
as if the bill or note had been drawn, accepted, made or in-
dorsed by or on behalf of the company in the course of its
business;
(e) to raise on the security of the assets of the company any money
requisite;
(f) to take out in his official name, letters of administration to any
deceased contributory, and to do in his official name any other
act necessary for obtaining payment of any money due from a
contributory or his estate which cannot be conveniently done
in the name of the company, and in all such cases the money
due shall, for the purpose of enabling the liquidator to take out
the letters of administration or recover the money, be deemed
to be due to the liquidator himself;
(g) to do all such other things as may be necessary for winding-
up the affairs of the company and distributing its assets.
(3) The exercise by the liquidator in a winding-up by the court of
the powers conferred by this section shall be subject to the control of the
court, and any creditor or contributory may apply to the court with respect to
any exercise or proposed exercise of any of those powers.
(4) Where a liquidator is provisionally appointed by the court, the
court may limit and restrict his powers by the order appointing him.
148.-(1) When a winding-up order has been made by the court, it shall be the
business of the separate meetings of creditors and contributories summoned
by the Official Receiver for the purpose of determining whether or not an
application should be made to the court for appointing a liquidator in place of
the Official Receiver, to determine further whether or not an application is to
be made to the court for the appointment of a committee of inspection to act
with the liquidator, and who are to be members of the committee if appointed.
Meetings of
creditors and
contributories
to determine
whether
committee of
inspection shall
be appointed.
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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(2) The court may make any appointment and order required to
give effect to any such determination, and if there is a difference between the
determinations of the meetings of the creditors and contributories in respect of
the matters aforesaid, the court shall decide the difference and make such or-
der thereon as the court may think fit.
(3) In a case where a liquidator is not appointed by the court, the
Official Receiver shall be the liquidator of the company.
149.-(1) Where in the winding-up of a company by the court, a person other
than the Official Receiver is appointed liquidator, he shall give the Official Receiver
such information and such access to and facilities for inspecting the books and
documents of the company, and generally such aid as may be requisite for
enabling that officer to perform his duties under this Act.
(2) In the winding-up by the court of a company to which the Insur-
ance Act applies, the person appointed as liquidator shall give the Supervi-
sor of Insurance such information and such access to and facilities for inspect-
ing the books and documents of the company and generally such aid as may be
requisite for enabling the Supervisor to perform his duties under the Insurance
Act.
150.-(1) Every liquidator of a company which is being wound-up by the court
shall pay the money received by him to the Companies Liquidation Account at
the Belize Branch of the Royal Bank of Canada or any other bank approved by
the Minister.
(2) If any such liquidator at any time retains for more than ten days
a sum exceeding two hundred and fifty dollars, or such other amount as the
court in any particular case authorises him to retain, then, unless he explains the
retention to the satisfaction of the court, he shall pay interest on the amount so
retained in excess at the rate of twenty per centum per annum, and shall be
liable to disallowance of all or such part of his remuneration as the court may
think just, and to be removed from his office by the court, and shall be liable to
Books to be
kept by
liquidator in
winding-up.
Release of
liquidators.
Liquidator to
give informa-
tion to Official
Receiver.
15 of 1975.
CAP. 251.
Payment of
liquidator into
bank.
4 of 1963.
pay any expenses occasioned by reason of his default.
(3) A liquidator of a company which is being wound-up by the
court shall not pay any sums received by him as liquidator into his private
banking account.
151.-(1) Every liquidator of a company which is being wound-up by the
court and not being the Official Receiver shall, at such times as may be
prescribed but not less than twice in each year during his tenure of office, send
to the Official Receiver, or as he directs, an account of his receipts and payments
as liquidator.
(2) The account shall be in a prescribed form, shall be made in
duplicate, and shall be verified by a statutory declaration in the prescribed
form.
(3) The Official Receiver shall cause the account to be audited and
for the purpose of the audit, the liquidator shall furnish the Official Receiver
with such vouchers and information as he may require, and the Official Re-
ceiver may at any time require the production of and inspect any books or
accounts kept by the liquidator.
(4) When the account has been audited, one copy thereof shall be
filed and kept by the Official Receiver, and the other copy shall be filed with
the court, and each copy shall be open to the inspection of any creditor, or of
any person interested.
(5) The Official Receiver shall cause the account when audited or a
summary thereof to be printed, and shall send a printed copy of the account or
summary by post to every creditor and contributory.
152. Every liquidator of a company which is being wound-up by the court
shall keep, in manner prescribed, proper books in which he shall cause to be
made entries or minutes of proceedings at meetings and of such other matters
Audit of
liquidator’s
accounts in
winding-up.
Books to be
kept by liquida-
tor in winding-
up.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
125
as may be prescribed, and any creditor or contributory may, subject to the
control of the court, personally or by his agent inspect any such books.
153.-(1) When the liquidator of a company which is being wound-up by the
court has realised all the property of the company, or so much thereof as can, in
his opinion, be realised without needlessly protracting the liquidation, and has
distributed a final dividend, if any, to the creditors, and adjusted the rights of the
contributors among themselves, and made a final return, if any, to the
contributories, or has resigned or has been removed from his office, the court
shall, on his application, cause a report on his accounts to be prepared, and on
his complying with all the requirements of the court, the court shall take into
consideration the report, and any objection which may be urged by any creditor,
or contributory, or person interested against the release of the liquidator, and
shall either grant or withhold the release accordingly.
(2) Where the release of a liquidator is withheld, the court may, on
the application of any creditor, or contributory, or person interested, make
such order as it thinks just, charging the liquidator with the consequences of any
act or default which he may have done or made contrary to his duty.
(3) An order of the court releasing the liquidator shall discharge him
from all liability in respect of any act done or default made by him in the admin-
istration of the affairs of the company, or otherwise in relation to his conduct as
liquidator, but any such order may be revoked on proof that it was obtained by
fraud or by suppression or concealment of any material fact.
(4) Where the liquidator has not previously resigned or been re-
moved, his release shall operate as a removal of him from his office.
154.-(1) Subject to this Act, the liquidator of a company which is being wound-
up by the court shall, in the administration of the assets of the company and in
the distribution thereof among its creditors, have regard to any directions that
may be given by resolution of the creditors or contributories at any general
meeting, or by the committee of inspection, and any directions given by the
Release of
liquidators.
Exercise and
control of
liquidator’s
powers.
creditors or contributories at any general meeting shall, in case of conflict, be
deemed to override any directions given by the committee of inspection.
(2) The liquidator may summon general meetings of the creditors
or contributories for the purpose of ascertaining their wishes, and it shall be his
duty to summon meetings at such times as the creditors or contributories, by
resolution, either at the meeting appointing the liquidator or otherwise, may
direct, or whenever requested in writing to do so by one-tenth in value of the
creditors or contributories, as the case may be.
(3) The liquidator may apply to the court in manner prescribed for
directions in relation to any particular matter arising under the winding-up.
(4) Subject to this Act, the liquidator shall use his own discretion in
the management of the estate and its distribution among the creditors.
(5) If any person is aggrieved by any act or decision of the
liquidator, that person may apply to the court, and the court may confirm,
reverse or modify the act or decision complained of, and make such order in
the premises as it thinks just.
155.-(1) When a person, other than the Official Receiver, is appointed liquidator,
the Official Receiver shall take cognisance of the conduct of liquidators of
companies which are being wound-up by the court, and, if a liquidator does
not faithfully perform his duties and duly observe all the requirements imposed
on him by this Act, rules or otherwise with respect to the performance of his
duties, or if any complaint is made to the Official Receiver by any creditor or
contributory in regard thereto, the Official Receiver shall inquire into the matter,
and take such action thereon as he may think expedient.
(2) The Official Receiver may at any time require any liquidator of
a company which is being wound-up by the court to answer any inquiry in
relation to any winding-up in which he is engaged, and may, if he thinks fit,
apply to the court to examine the liquidator or any other person on oath con-
Control over
liquidators.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
127
cerning the winding-up.
(3) The court may also direct a local investigation to be made of the
books and vouchers of the liquidator.
Committee of Inspection, Special Manager, Receiver
156.-(1) A committee of inspection appointed in pursuance of this Act shall
consist of creditors and contributories of the company, or persons holding general
powers of attorney from creditors or contributories, in such proportions as
may be agreed on by the meetings of creditors and contributories, or as, in case
of difference, may be determined by the court.
(2) The committee shall meet at such times as it from time to time
appoint, and, failing such appointment, at least once a month, and the liquidator
or any member of the committee may also call a meeting of the committee as
and when he thinks necessary.
(3) The committee may act by a majority of its members present at
a meeting, but shall not act unless a majority of the committee is present.
(4) Any member of the committee may resign by notice in writing
signed by him and delivered to the liquidator.
(5) If a member of the committee becomes bankrupt, or compounds
or arranges with his creditors or is absent from five consecutive meetings of the
committee without the leave of those members who, together with himself, rep-
resent the creditors or contributories, as the case may be, his office shall
thereupon vacant.
(6) Any member of the committee may be removed by an ordinary
resolution at a meeting of creditors (if he represents creditors), or of contribu-
tories (if he represents contributories), of which seven days’ notice has been
given, stating the object of the meeting.
Committee of
inspection in
winding-up.
(7) On a vacancy occurring in the committee, the liquidator shall
forthwith summon a meeting of creditors or of contributories, as the case may
require, to fill the vacancy, and the meeting may, by resolution, re-appoint the
same or appoint another creditor or contributory to fill the vacancy.
(8) The continuing members of the committee, if not less than two,
may act notwithstanding any vacancy in the committee.
(9) If there is no committee of inspection, any act or thing or any
direction or permission by this Act authorised or required to be done or given
by the committee may be done or given by the court on the application of the
liquidator.
157.-(1) Where the Official Receiver becomes the liquidator of a company,
whether provisionally or otherwise, he may, if satisfied that the nature of the
estate or business of the company, or the interests of the creditors or
contributories generally, require the appointment of a special manager of the
estate or business of the company other than himself, apply to the court to,
and the court may on such application, appoint a special manager thereof to
act during such time as the court may direct, with such powers, including any
of the powers of a receiver or manager, as may be entrusted to him by the
court.
(2) The special manager shall give such security and account in
such manner as the court directs.
(3) The special manager shall receive such remuneration as may be
fixed by the court.
158. Where an application is made to the court to appoint a receiver on
behalf of the debenture holders or other creditors of a company which is being
wound-up by the court, the Official Receiver may be so appointed.
Power to appoint
special manager.
Power to appoint
Official Receiver
as receiver for
debenture
holders or
creditors.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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Ordinary Powers of Court
159.-(1) As soon as may be after making a winding-up order, the court shall
settle a list of contributories, with power to rectify the register of members in all
cases where rectification is required in pursuance of this Act, and shall cause
the assets of the company to be collected, and applied in discharge of its liabilities.
(2) In settling the list of contributories, the court shall distinguish be-
tween persons who are contributories in their own right and persons who are
contributories as being representatives of or liable to the debts of others.
160. The court may, at any time after making a winding-up order, require
any contributory for the time being settled on the list of contributories, and any
trustee, receiver, banker, agent or officer of the company to pay, deliver, convey,
surrender or transfer forthwith, or within such time as the court directs, to the
liquidator any money, property or books and papers in his hands to which the
company is prima facie entitled.
161.-(1) The court may, at any time after making a winding-up order, make an
order on any contributory for the time being settled on the list of contributories
to pay, in manner directed by the order, any money due from him or from the
estate of the person whom he represents to the company, exclusive of any
money payable by him or the estate by virtue of any call in pursuance of this
Act.
(2) The court, in making such an order, may-
(a) in the case of an unlimited company, allow to the contributory
by way of set-off any money due to him or to the estate which
he represents from the company on any independent dealing
or contract with the company, but not any money due to him
as a member of the company in respect of any dividend or
profit; and
(b) in the case of a limited company, make to any director or
Settlement of
list of contribu-
tories and
application of
assets.
Power to
require delivery
of property.
Power to order
payment of
debts by
contributory.
manager whose liability is unlimited or to his estate the like
allowance.
(3) But in the case of any company, whether limited or unlimited,
when all the creditors are paid in full, any money due on any account whatever
to a contributory from the company may be allowed to him by way of set-off
against any subsequent call.
162.-(1) The court may, at any time after making a winding-up order, and
either before or after it has ascertained the sufficiency of the assets of the
company, make calls on and order payment thereof by all or any of the
contributories for the time being settled on the list of the contributories to the
extent of their liability, for payment of any money which the court considers
necessary to satisfy the debts and liabilities of the company, and the costs,
charges and expenses of winding-up, and for the adjustment of the rights of
the contributories among themselves.
(2) In making a call, the court may take into consideration the prob-
ability that some of the contributories may partly or wholly fail to pay the call.
163.-(1) The court may order any contributory, purchaser or other person
from whom money is due to the company to pay the same into the Belize
branch of the Royal Bank of Canada or into such other bank as may be
determined by the Minister to the account of the liquidator instead of to the
liquidator, and any such order may be enforced in the same manner as if it had
directed payment to the liquidator.
(2) All moneys and securities paid or delivered into such bank in
the event of a winding-up by the court shall be subject in all respects to the
orders of the court.
164.-( 1) An order made by the court on a contributory shall (subject to any
right of appeal) be conclusive evidence that the money, if any, thereby appearing
to be due or ordered to be paid is due.
Power of court
to make calls.
Power to order
payment into
bank.
40 of 1963.
Order on
contributory
conclusive
evidence.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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(2) All other pertinent matters stated in the order shall be taken to
be truly stated as against all persons, and in all proceedings, except
proceedings against the real estate of a deceased contributory, in which case
the order shall be only prima facie evidence for the purpose of charging his
real estate, unless his personal representatives were on the list of contributories
at the time of the order being made.
165. The court may fix a time or times within which creditors are to prove
their debts or claims, or to be excluded from the benefit of any distribution
made before those debts are proved.
166. The court shall adjust the rights of the contributories among themselves,
and distribute any surplus among the persons entitled thereto.
167. The court may, in the event of the assets being insufficient to satisfy the
liabilities, make an order as to the payment out of the assets of the costs, charges
and expenses incurred in the winding-up in such order of priority as the court
thinks just.
168.-( 1) When the affairs of a company have been completely wound-up, the
court shall make an order that the company be dissolved from the date of the
order, and the company shall be dissolved accordingly.
(2) The order shall be reported by the liquidator to the Registrar
who shall make in his books a minute of the dissolution of the company.
(3) If the liquidator makes default in complying with the require-
ments of this section, he shall be liable to a fine not exceeding twenty-five dol-
lars for every day during which he is in default.
169. General rules may be made for enabling or requiring all or any of the
powers and duties conferred and imposed on the court by this Act, in respect
of the matters following, to be exercised or performed by the liquidator as an
officer of the court, and subject to the control of the court in respect of-
Power to
exclude
creditors not
proving in time.
Adjustment of
rights of
contributories.
Power to order
costs.
Dissolution of
company.
Delegation to
liquidator of cer-
tain powers of
court.
(a) holding and conducting meetings to ascertain the wishes of
creditors and contributories;
(b) settling lists of contributories and rectifying the register of
members where required, and collecting and applying the assets;
(c) requiring delivery of property or documents to the liquidator;
(d) making calls;
(e) fixing a time within which debts and claims must be proved:
Provided that the liquidator shall not, without the special leave of the
court, rectify the register of members, and shall not make any call without
either the special leave of the court or the sanction of the committee of inspection.
Extraordinary Powers of Court
170.-(1) The court may, after the making of a winding-up order, summon
before it any officer of the company or person known or suspected to have in
his possession any property of the company or supposed to be indebted to
the company, or any person whom the court thinks capable of giving information
concerning the trade, dealings, affairs or property of the company.
(2) The court may examine him on oath concerning the matters
aforesaid, either by word of mouth or on written interrogatories, and may
reduce his answers to writing and require him to sign them.
(3) The court may require him to produce any books and papers in
his custody or power relating to the company, but where he claims any lien on
books or papers produced by him, the production shall be without prejudice
to that lien, and the court shall have jurisdiction in the winding-up to determine
all questions relating to that lien.
Power to
summon
persons
suspected of
having property
of company.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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(4) If any person so summoned, after being tendered a reasonable
sum for his expenses, refuses to come before the court at the time appointed,
not having a lawful impediment (made known to the court at the time of its
sitting, and allowed by it), the court may cause him to be apprehended, and
brought before the court for examination.
171.-(1) When an order has been made for winding-up a company by the
court and the Official Receiver has made a further report under this Act stating
that in his opinion a fraud has been committed by any person in the promotion
or formation of the company, or by any director or other officer of the company
in relation to the company since its formation, the court may, after consideration
of the report, direct that any person who has taken any part in the promotion or
formation of the company, or has been a director or officer of the company,
shall attend before the court on a day appointed by the court for that purpose,
and be publicly examined as to the promotion or formation or the conduct of
the business of the company, or as to his conduct and dealings as director or
officer thereof.
(2) The Official Receiver shall take part in the examination, and for
that purpose may, if specially authorised by the court in that behalf, employ an
attorney-at-law.
(3) The liquidator, where the Official Receiver is not the liquidator,
and any creditor or contributory, may also take part in the examination, either
personally or by attorney-at-law.
(4) The court may put such questions to the person examined as the
court thinks fit.
(5) The person examined shall be examined on oath, and shall an-
swer all such questions as the court may put or allow to be put to him.
(6) A person ordered to be examined under this section shall at his
own cost, before his examination, be furnished with a copy of the Official
Power to order
public examina-
tion of promot-
ers, directors,
etc.
8 of 1980.
8 of 1980.
Receiver’s report, and may at his own cost employ an attorney-at-law, who
shall be at liberty to put to him such questions as the court may deem just for
the purpose of enabling him to explain or qualify any answers given by him:
Provided that if he is, in the opinion of the court, exculpated from any
charges made or suggested against him, the court may allow him such costs as
in its discretion it may think fit.
(7) Notes of the examination shall be taken down in writing, and
shall be read over to or by, and signed by, the person examined, and may
thereafter be used in evidence against him, and shall be open to the inspection
of any creditor or contributory at all reasonable times.
(8) The court may, if it thinks fit, adjourn the examination from time
to time.
172. The court, at any time, either before or after making a winding-up
order, on proof of probable cause for believing that a contributory is about to
quit Belize, or otherwise to abscond, or to remove or conceal any of his property
for the purpose of evading payment of calls, or of avoiding examination
respecting the affairs of the company, may cause the contributory to be arrested,
and his books and papers and moveable personal property to be seized, and
him and them to be safely kept until such time as the court may order.
173. Any powers conferred by this Act on the court shall be in addition to
and not in restriction of any existing powers of instituting proceedings against
any contributory or debtor of the company, or the estate of any contributory
or debtor, for the recovery of any call or other sums.
Enforcement of Orders
174. Orders made by the court under this Act may be enforced in the same
manner as orders made in any action pending therein.
Power to arrest
absconding
contributory.
Power of court
cumulative.
Power to
enforce orders.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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Voluntary Winding-Up
175.-(1) A company may be wound-up voluntarily-
(a) when the period (if any) fixed for the duration of the company
by the articles expires, or the event (if any) occurs, on the
occurrence of which the articles provide that the company is
to be dissolved, and the company in general meeting has
passed a resolution requiring the company to be wound-up
voluntarily;
(b) if the company resolves by special resolution that the
company be wound-up voluntarily;
(c) if the company resolves by extraordinary resolution to the
effect that it cannot by reason of its liabilities continue its
business, and that it is advisable to wind-up.
176. A voluntary winding-up shall be deemed to commence at the time of
the passing of the resolution authorising the winding-up.
177. When a company is wound-up voluntarily, the company shall, from the
commencement of the winding-up, cease to carry on its business, except so far
as may be required for the beneficial winding-up thereof:
Provided that the corporate state and corporate powers of the company
shall, notwithstanding anything to the contrary in its articles, continue until it is
dissolved.
178. When a company has passed a resolution for voluntary winding-up, it
shall give notice of the resolution by advertisement in the Gazette.
Circumstances
in which
company may
be wound-up
voluntarily.
Commence-
ment of
voluntary
winding-up.
Effect of
voluntary
winding-up on
status of
company.
Notice of
resolution to
wind-up
voluntary.
179. The following consequences shall ensue on the voluntary winding-up
of a company-
(a) the property of the company shall be applied in satisfaction of
its liabilities pari passu, and, subject thereto, shall, unless the
articles otherwise provide, be distributed among the
members according to their rights and interests in the company;
(b) the company in general meeting shall appoint one or more
liquidators for the purpose of winding-up the affairs and
distributing the assets of the company, and may fix the
remuneration to be paid to him or them;
(c) on the appointment of a liquidator, all the powers of the
directors shall cease, except so far as the company in general
meeting, or the liquidator, sanctions the continuance thereof;
(d) the liquidator may, without the sanction of the court, exercise
all powers by this Act given to the liquidator in a winding-up
by the court;
(e) the liquidator may exercise the powers of the court under this
Act of settling a list of contributories;
(f) the liquidator may exercise the power of the court of making
calls;
(g) the liquidator shall pay the debts of the company, and adjust
the rights of the contributories among themselves;
(h) the list of contributories shall be prima facie evidence of the
liability of the persons named therein to be contributories;
(i) when several liquidators are appointed, every power hereby
given may be exercised by such one or more of them as may
Consequences
of voluntary
winding-up.
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the Government of Belize.
Companies [CAP. 250
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be determined at the time of their appointment, or in default of
such determination, by any number not less than two;
(j) if from any cause whatever there is no liquidator acting, the
court may, on the application of a contributory, appoint a
liquidator;
(k) the court may, on cause shown, remove a liquidator and ap-
point another liquidator.
180-(1) The liquidator in a voluntary winding-up shall, within twenty-one days
after his appointment, file with the Registrar a notice of his appointment in the
form prescribed by the Minister.
(2) If the liquidator fails to comply with the requirements of this sec-
tion, he shall be liable to a fine not exceeding twenty-five dollars for every day
during which the default continues.
181.-(1) Every liquidator appointed by a company in a voluntary winding-up
shall, within seven days from his appointment, send notice by post to all persons
who appear to him to be creditors of the company that a meeting of the creditors
of the company will be held on a date not being less than fourteen nor more
than twenty-one days after his appointment, and at a place and hour to be
specified in the notice, and shall also advertise notice of the meeting once in the
Gazette and once at least in two local newspapers circulating in the district
where the registered office or principal place of business of the company was
situate.
(2) At the meeting to be held in pursuance of this section, the credi-
tors shall determine whether an application shall be made to the court for the
appointment of any person as liquidator in the place of or jointly with the liqui-
dator appointed by the company, or for the appointment of a committee of
inspection and, if the creditors so resolve, an application may be made accord-
ingly to the court at any time, not later than fourteen days after the date of the
Notice by
liquidator of
his appoint-
ment.
40 of 1963.
Rights of
creditors in a
voluntary
winding-up.
meeting, by any creditor appointed for the purpose at the meeting.
(3) On any such application, the court may make an order either
for the removal of the liquidator appointed by the company and for the ap-
pointment of some other person as liquidator, or for the appointment of some
other person to act as liquidator jointly with the liquidator appointed by the
company, or for the appointment of a committee of inspection either together
with or without any such appointment of a liquidator or such other order as,
having regard to the interests of the creditors and contributories of the com-
pany, may seem just.
(4) The court shall make such order as to the costs of the appli-
cation as it may think fit, and if it is of opinion that, having regard to the inter-
ests of the creditors in the liquidation, there were reasonable grounds for the
application, may order the costs of the application to be paid out of the assets
of the company, notwithstanding that the application is dismissed or otherwise
disposed of adversely to the applicant.
182.-(1) If a vacancy occurs by death, resignation or otherwise in the office
of liquidator appointed by the company in a voluntary winding-up, the company
in general meeting may, subject to any arrangement with its creditors, fill the
vacancy.
(2) For that purpose, a general meeting may be convened by any
contributory, or, if there were more liquidators than one, by the continuing
liquidators.
(3) The meeting shall be held in manner prescribed by the articles
or in such manner as may, on application by any contributory or by the con-
tinuing liquidators, be determined by the court.
183.-(1) A company about to be, or in course of being, wound-up voluntarily
may, by extraordinary resolution, delegate to its creditors, or to any committee
of them, the power of appointing liquidators or any of them, and of supplying
Power to fill
vacancy in
office of
liquidator.
Delegation of
authority to
appoint liquida-
tors.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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139
vacancies among the liquidators, or enter into any arrangement with respect to
the powers to be exercised by the liquidators and the manner in which they are
to be exercised.
(2) Any act done by creditors in pursuance of any such delegated
power shall have the same effect as if it had been done by the company.
184.-(1) Any arrangement entered into between a company about to be, or in
the course of being, wound-up voluntarily and its creditors shall, subject to any
right of appeal under this section, be binding on the company if sanctioned by
an extraordinary resolution, and on the creditors if acceded to by three-fourths
in number and value of the creditors.
(2) Any creditor or contributory may, within three weeks from the
completion of the arrangement, appeal to the court against it, and the court may
thereupon, as it thinks just, amend, vary or confirm the arrangement.
185.-(1) Where a company is proposed to be, or is in course of being, wound-
up altogether voluntarily, and the whole or part of its business or property is
proposed to be transferred or sold to another company (in this section called
“the transferee company”), the liquidator of the first-mentioned company (in
this section called “the transferor company”) may, with the sanction of a special
resolution of that company, conferring either a general authority on the liquidator
or an authority in respect of any particular arrangement, receive in compensation
or part compensation for the transfer or sale, shares, policies or other like
interests in the transferee company, for distribution among the members of the
transferor company, or may enter into any other arrangement whereby the
members of the transferor company may, in lieu of receiving cash, shares,
policies or other like interests, or in addition thereto, participate in the profits of
or receive any other benefit from the transferee company.
(2) Any sale or arrangement in pursuance of this section shall be
binding on the members of the transferor company.
Arrangement;
when binding
on creditors.
Power of
liquidator to
accept shares,
etc., as consid-
eration for sale
of property of
company.
(3) If any member of the transferor company who did not vote in
favour of the special resolution at either of the meetings held for passing and
confirming it expresses his dissent therefrom in writing addressed to the
liquidator, and left at the registered office of the company within seven days
after the confirmation of the resolution, he may require the liquidator either to
abstain from carrying the resolution into effect, or to purchase his interest at a
price to be determined by agreement or by arbitration in manner provided by
this section.
(4) If the liquidator elects to purchase the member’s interest, the
purchase money must be paid before the company is dissolved and be raised
by the liquidator in such manner as may be determined by special resolution.
(5) A special resolution shall not be invalid for the purposes of this
section by reason that it is passed before or concurrently with a resolution for
winding-up the company, or for appointing liquidators, but, if an order is made
within a year for winding-up the company by or subject to the supervision of
the court, the special resolution shall not be valid unless sanctioned by the
court.
(6) For the purposes of an arbitration under this section, the Rules
of the Supreme Court with respect to the settlement of disputes by arbitration,
shall be incorporated with this Act.
186.-(1) Where a company is being wound-up voluntarily, the liquidator or
any contributory or creditor may apply to the court to determine any question
arising in the winding-up, or to exercise, as respects the enforcing of calls, or
any other matter, all or any of the powers which the court might exercise if the
company were being wound-up by the court.
(2) The court, if satisfied that the determination of the question or
the required exercise of power will be just and beneficial, may accede wholly
or partially to the application on such terms and conditions as the court thinks
fit, or may make such other order on the application as the court thinks just.
Power to apply
to court.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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187.-(1) Where a company is being wound-up voluntarily, the liquidator may
summon general meetings of the company for the purpose of obtaining the
sanction of the company by special or extraordinary resolution, or for any other
purposes he may think fit.
(2) In the event of the winding-up continuing for more than one year,
the liquidator shall summon a general meeting of the company at the end of the
first year from the commencement of the winding-up, and of each succeeding
year, or as soon thereafter as may be convenient, and shall lay before the meet-
ing an account of his acts and dealings and of the conduct of the winding-up
during the preceding year.
188.-(1) In the case of every voluntary winding-up, as soon as the affairs of
the company are fully wound-up, the liquidator shall make up an account of the
winding-up, showing how the winding-up has been conducted and the property
of the company has been disposed of, and thereupon shall call a general meeting
of the company for the purpose of laying before it the account and giving any
explanation thereof.
(2) The meeting shall be called by advertisement in the Gazette
specifying the time, place, and object thereof, and published one month at least
before the meeting.
(3) Within one week after the meeting, the liquidator shall make a
return to the Registrar of the holding of the meeting, and of its date and in
default of so doing, the liquidator shall be liable to a fine not exceeding twenty-
five dollars for every day during which the default continues.
(4) The Registrar, on receiving the return mentioned in subsection
(3), shall forthwith register it, and on the expiration of three months from the
registration of the return, the company shall be deemed to be dissolved:
Provided that the court may, on the application of the liquidator or of
any other person who appears to the court to be interested, make an order
Power of
liquidator to
call general
meeting.
Final meeting
and dissolu-
tion.
deferring the date at which the dissolution of the company is to take effect for
such time as the court thinks fit.
(5) It shall be the duty of the person on whose application an order
of the court under this section is made, within seven days after the making of
the order, to file with the Registrar an office copy of the order, and if that
person fails to do so he shall be liable to a fine not exceeding twenty-five
dollars for every day during which the default continues.
189. All costs, charges and expenses properly incurred in the voluntary
winding-up of a company, including the remuneration of the liquidator, shall
be payable out of the assets of the company in priority to all other claims.
190. The voluntary winding-up of a company shall not bar the right of any
creditor or contributory to have it wound-up by the court, if the court is of
opinion, in the case of an application by a creditor, that the rights of the creditor
or, in the case of an application by a contributory, that the rights of the
contributories, will be prejudiced by a voluntary winding-up.
191. Where a company is being wound-up voluntarily and an order is made
for winding-up by the court, the court may, if it thinks fit, by the same or any
subsequent order, provide for the adoption of all or any of the proceedings in
the voluntary winding-up.
Winding-Up Subject to Supervision of Court
192. When a company has by special or extraordinary resolution resolved to
wind-up voluntarily, the court may make an order that the voluntary winding-
up shall continue, but subject to such supervision of the court, and with such
liberty for creditors, contributories, or others to apply to the court, and generally
on such terms and conditions as the court thinks just.
Costs of
voluntary
liquidation.
Saving for rights
of creditors and
contributories.
Power of court
to adopt
proceedings of
voluntary
winding-up.
Power to order
winding-up
subject to
supervision.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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193. A petition for the continuance of a voluntary winding-up subject to the
supervision of the court, shall, for the purpose of giving jurisdiction to the court
over actions, be deemed to be a petition for winding-up by the court.
194. The court may, in deciding between a winding-up by the court and a
winding-up subject to supervision, in the appointment of liquidators, and in all
other matters relating to the winding-up subject to supervision, have regard to
the wishes of the creditors or contributories as proved to it by any sufficient
evidence.
195.-(1) Where an order is made for a winding-up subject to supervision,
the court may by the same or any subsequent order appoint any additional
liquidator.
(2) A liquidator appointed by the court under this section shall have
the same powers, be subject to the same obligations, and in all respects stand
in the same position as if he had been appointed by the company.
196. The court may remove any liquidator so appointed by the court, or any
liquidator continued under the supervision order, and fill any vacancy occasioned
by the removal, or by death or resignation.
197.-(1) Where an order is made for a winding-up subject to supervision, the
liquidator may, subject to any restrictions imposed by the court, exercise all his
powers, without the sanction or intervention of the court, in the same manner as
if the company were being wound-up altogether voluntarily.
(2) A winding-up subject to the supervision of the court is not a
winding-up by the court for the purpose of the following provisions of this Act;
namely, those contained in sections 143, 144, 145 (except subsection (11)
thereof), sections 148 to 158 and sections 169 and 171, but, subject as
aforesaid, an order for a winding-up subject to supervision shall for all
purposes, including the staying of actions and other proceedings, the
making and enforcement of calls, and the exercise of all other powers, be deemed
Effect of petition
for winding-up
subject to super-
vision.
Court may have
regard to
wishes of
creditors and
contributories.
Power of court
to appoint liqui-
dator.
Power to
remove
liquidator.
Effect of super-
vision order.
to be an order for winding-up by the court.
Supplemental Provisions
198.-(1) In the case of voluntary winding-up, every transfer of shares, except
transfers made to or with the sanction of the liquidator, and every alteration in
the status of the members of the company made after the commencement of
the winding-up, shall be void.
(2) In the case of a winding-up by or subject to the supervision of
the court, every disposition of the property (including things in action) of the
company, and every transfer of shares, or alteration in the status of its
members, made after the commencement of the winding-up, shall, unless
the court otherwise orders, be void.
199. In every winding-up (subject in the case of insolvent companies to the
application in accordance with this Act of the law of bankruptcy) all debts
payable on a contingency, and all claims against the company, present or future,
certain or contingent, ascertained or sounding only in damages, shall be
admissible to proof against the company, a just estimate being made, so far as
possible, of the value of such debts or claims as may be subject to any
contingency or sound only in damages, or for some other reason do not bear
a certain value.
200. In the winding-up of an insolvent company, the same rules shall prevail
and be observed with regard to the respective rights of secured and unsecured
creditors and to debts provable and to the valuation of annuities and future
and contingent liabilities as are in force for the time being under the law of
bankruptcy with respect to the estates of persons adjudged bankrupt, and all
persons who in any such case would be entitled to prove for and receive
dividends out of the assets of the company may come in under the winding-up,
and make such claims against the company as they respectively are entitled to
by virtue of this section.
Avoidance of
transfers, etc.,
after commence-
ment of wind-
ing-up.
Debts of all
descriptions to
be proved.
Application of
bankruptcy
rules in winding-
up of insolvent
companies.
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Belmopan, by the authority of
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Companies [CAP. 250
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201.-(1) In a winding-up, there shall be paid in priority to all other debts-
(a) all rates and taxes, including land and property tax, and in-
come tax due from the company at the date hereinafter
mentioned, and having become due and payable within twelve
months next before that date, and all assessed taxes, land tax,
property or income tax assessed on the company up to 5th
April next before that date, and not exceeding in the whole
one year’s assessment;
(b) all wages or salary of any clerk or servant in respect of
services rendered to the company during the four months next
before the said date, not exceeding two hundred and fifty
dollars;
(c) all wages of any workman or labourer not exceeding one
hundred and twenty-one dollars, whether payable for time
or for piece work, in respect of services rendered to the
company during two months before the said date:
Provided that where any labourer in husbandry has entered into a
contract for the payment of a portion of his wages in a lump sum at the end of
the year of hiring, he shall have priority in respect of the whole of such sum, or
a part thereof as the court may decide to be due under the contract, proportionate
to the time of service up to the said date.
(2) The foregoing debts shall-
(a) rank equally among themselves and be paid in full, unless the
assets are insufficient to meet them, in which case they shall
abate in equal proportions; and
(b) so far as the assets of the company available for payment of
general creditors are insufficient to meet them, have priority
Preferential
payments.
over the claims of holders of debentures under any floating
charge created by the company, and be paid accordingly out
of any property comprised in or subject to that charge.
(3) Subject to the retention of such sums as may be necessary for
costs and expenses of the winding-up, the foregoing debts shall be discharged
forthwith so far as the assets are sufficient to meet them.
(4) In the event of a landlord or other person distraining or having
distrained on any goods or effects of the company within three months next
before the date of a winding-up order, the debts to which priority is given by
this section shall be a first charge on the goods or effects so distrained on, or
the proceeds of the sale thereof:
Provided that in respect of any money paid under any such charge,
the landlord or other person shall have the same rights of priority as the person
to whom the payment is made.
(5) The date hereinbefore in this section referred to is-
(a) in the case of a company ordered to be wound-up com-
pulsorily which had not previously commenced to be
wound-up voluntarily, the date of the winding-up order; and
(b) in any other case, the date of the commencement of the
winding-up.
202.-(1) Any conveyance, mortgage, delivery of goods, payment, execution,
or other act relating to property which would, if made or done by or against an
individual, be deemed in his bankruptcy a fraudulent preference, shall, if made
or done by or against a company, be deemed, in the event of its being wound-
up, a fraudulent preference of its creditors, and be invalid accordingly.
(2) For the purposes of this section, the presentation of a petition
Fraudulent
preference.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
147
for winding-up in the case of a winding-up by or subject to the supervision of
the court, and a resolution for winding-up in the case of a voluntary winding-up,
shall be deemed to correspond with the act of bankruptcy in the case of an
individual.
(3) Any conveyance or assignment by a company of all its
property to trustees for the benefit of all its creditors shall be void to all intents.
203. Where any company is being wound-up by or subject to the supervision
of the court, any attachment, sequestration, distress or execution put in force
against the estate or effects of the company after the commencement of the
winding-up shall be void to all intents.
204. Where a company is being wound-up, a floating charge on the
undertaking or property of the company created within three months of the
commencement of the winding-up shall, unless it is proved that the company
immediately after the creation of the charge was solvent, be invalid, except to
the amount of any cash paid to the company at the time of or subsequently to
the creation of, and in consideration for, the charge, together with interest on
that amount at the rate of five per centum per annum.
205.-(1) The liquidator may, with the sanction following (that is to say)-
(a) in the case of a winding-up by the court, with the sanction
either of the court or of the committee of inspection;
(b) in the case of any winding-up subject to supervision, with the
sanction of the court; and
(c) in the case of a voluntary winding-up, with the sanction of an
extraordinary resolution of the company,
do the following things or any of them-
Avoidance of
certain attach-
ments, execu-
tions, etc.
Effect of
floating charge.
General scheme
of liquidation
may be
sanctioned.
(i) pay any classes of creditors in full;
(ii) make any compromise or arrangement with creditors
or persons claiming to be creditors, or having or
alleging themselves to have any claim, present or
future, certain or contingent, ascertained or sounding
only in damages against the company, or whereby the
company may be rendered liable;
(iii) compromise all calls and liabilities to calls, debts and
liabilities capable of resulting in debts, and all claims,
present or future, certain or contingent, ascertained
or sounding only in damages, subsisting or supposed
to subsist between the company and a contributory,
or alleged contributory, or other debtor or person
apprehending liability to the company, and all questions
in any way relating to or affecting the assets or the
winding-up of the company, on such terms as may be
agreed, and take any security for the discharge of any
such call, debt, liability or claim, and give a complete
discharge in respect thereof.
(2) In the case of a winding-up by the court, the exercise by the
liquidator of the powers of this section shall be subject to the control of the
court, and any creditor or contributory may apply to the court with respect to
any exercise or proposed exercise of any of those powers.
206.-(1) Where, in the course of winding-up a company, it appears that any
person who has taken part in the formation or promotion of the company, or
any past or present director, manager, or liquidator, or any officer of the company,
has mis-applied or retained or become liable or accountable for any money or
property of the company, or been guilty of any misfeasance or breach of trust
in relation to the company, the court may, on the application of the Official
Receiver, or of the liquidator, or of any creditor or contributory, examine into
Power of court
to assess
damages
against delin-
quent directors,
etc.
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No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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149
the conduct of the promoter, director, manager, liquidator or officer, and compel
him to repay or restore the money or property or any part thereof respectively
with interest at such rate as the court thinks just, or to contribute such sum to
the assets of the company by way of compensation in respect of the mis-
application, retainer, misfeasance or breach of trust as the court thinks just.
(2) This section shall apply notwithstanding that the offence is one
for which the offender may be criminally responsible.
(3) Where, in the case of a winding-up, an order for payment of
money is made under this section, the order shall be deemed to be a final
judgment within the meaning of section 3 (1) (g) of the Bankruptcy Act.
207. If any director, officer, or contributory of any company being wound-
up destroys, mutilates, alters or falsifies any books, papers, or securities, or
makes or is privy to the making of any false or fraudulent entry in any register,
book of account, or document belonging to the company with intent to defraud
or deceive any person, he shall be guilty of a misdemeanour within the meaning
of the Criminal Code, and be liable to imprisonment for any term not exceeding
two years.
208.-(1) If it appears to the court in the course of a winding-up by or subject
to the supervision of the court that any past or present director, manager, officer
or member of the company has been guilty of any offence in relation to the
company for which he is criminally responsible, the court may, on the application
of any person interested in the winding-up, or of its own motion, direct the
liquidator to prosecute for the offence, and may order the costs and expenses
to be paid out of the assets of the company.
(2) If it appears to the liquidator in the course of a voluntary wind-
ing-up that any past or present director, manager, officer or member of the
company has been guilty of any offence in relation to the company for which he
is criminally responsible, the liquidator, with the previous sanction of the court
may prosecute the offender, and all expenses properly incurred by him in the
CAP. 244.
Penalty for
falsification
of books.
CAP. 101.
Prosecution of
delinquent
directors, etc.
prosecution shall be payable out of the assets of the company in priority to all
other liabilities.
209. If any person on examination on oath authorised under this Act, or in
any affidavit or deposition in or about the winding-up of any company or
otherwise in or about any matter arising under this Act, wilfully and corruptly
gives false evidence, he shall be liable to the penalties for wilful perjury within
the meaning of the Criminal Code.
210.-(1) Where by this Act the court is authorised, in relation to winding-up,
to have regard to the wishes of creditors or contributories, as proved to it by
any sufficient evidence, the court may, if it thinks fit, for the purpose of
ascertaining those wishes, direct meetings of the creditors or contributories to
be called, held and conducted in such manner as the court directs, and may
appoint a person to act as chairman of any such meeting and to report the
result thereof to the court.
(2) In the case of creditors, regard shall be had to the value of each
creditor’s debt.
(3) In the case of contributories, regard shall be had to the number
of votes conferred on each contributory by the articles.
211. Where any company is being wound-up, all books and papers of the
company and of the liquidators shall, as between the contributories of the
company, be prima facie evidence of the truth of all matters purporting to be
therein recorded.
212. After an order for a winding-up by or subject to the supervision of the
court, the court may make such order for inspection by creditors and
contributories of the company of its books and papers as the court thinks just,
and any books and papers in the possession of the company may be inspected
by creditors or contributories accordingly, but not further or otherwise.
Penalty on
perjury.
Meetings to
ascertain wishes
of creditors or
contributories.
CAP. 101.
Books of
company to be
evidence.
Inspection of
books.
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213.-(1) When a company has been wound-up and is about to be dissolved,
the books and papers of the company and of the liquidators may be disposed
of as follows (that is to say)-
(a) in the case of a winding-up by or subject to the supervision of
the court, in such way as the court directs;
(b) in the case of a voluntary winding-up, in such way as the
company by extraordinary resolution directs.
(2) After five years from the dissolution of the company, no responsibility
shall rest on the company, or they liquidators, or any person to whom the custody
of the books and papers has been committed, by reason of the same not being
forthcoming to any person claiming to be interested therein.
214.-(1) Where a company has been dissolved, the court may at any time
within two years of the date of the dissolution, on an application being made for
the purpose by the liquidator of the company or by any other person who
appears to the court to be interested, make an order, upon such terms as the
court thinks fit, declaring the dissolution to have been void, and thereupon such
proceedings may be taken as might have been taken if the company had not
been dissolved.
(2) It shall be the duty of the person on whose application the order
was made, within seven days after the making of the order, to file with the
Registrar an office copy of the order, and if that person fails to do so he shall be
liable to a fine not exceeding twenty-five dollars for every day during which the
default continues.
215.-(1) If, where a company is being wound-up, the winding-up is not
concluded within one year after its commencement, the liquidator shall, at such
intervals as may be prescribed, until the winding-up is concluded, send to the
Registrar a statement in the prescribed form and containing the prescribed
particulars with respect to the proceedings in and position of the liquidation.
Disposal of
books and
papers of
company.
Power of court
to declare
dissolution of
company void.
Information as
to pending
liquidations.
(2) Any person stating himself in writing to be a creditor or
contributory of the company shall be entitled, by himself or by his agent, at all
reasonable times, on payment of the prescribed fee, to inspect the statement,
and to receive a copy thereof or extract therefrom, but any person untruthfully
so stating himself to be a creditor or contributory shall be guilty of a contempt
of court, and shall be punishable accordingly on the application of the liquida-
tor or of the Official Receiver.
(3) If a liquidator fails to comply with the requirements of this
section, he shall be liable to a fine not exceeding two hundred and fifty dollars
for each day during which the default continues.
(4) If it appears from any such statement or otherwise, that a
liquidator has in his hands or under his control any money representing
unclaimed or undistributed assets of the company which have remained
unclaimed or undistributed for six months after the date of their receipt,
the liquidator shall forthwith pay the same to the Companies Liquida-
tion Account, and shall be entitled to the prescribed certificate of re-
ceipt for the money so paid, and that certificate shall be an effectual dis-
charge to him in respect thereof.
(5) For the purpose of ascertaining and getting in any money
payable into the Companies Liquidation Account in pursuance of this section,
the like powers may be exercised, and by the like authority, as are exercisable
under the Bankruptcy Act, for the purpose of ascertaining and getting in the
sums, funds and dividends referred to in that Act.
(6) Any person claiming to be entitled to any money paid into the
Companies Liquidation Account in pursuance of this section may apply to the
Official Receiver for payment of it, and the Official Receiver may, on a certifi-
cate by the liquidator that the person claiming is entitled, make an order for the
payment to that person of the sum due.
(7) Any person dissatisfied with the decision of the Official Re-
CAP. 244.
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Companies [CAP. 250
[ ]
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ceiver in respect of any claim made in pursuance of this section may appeal to
the court.
216.-(1) Any affidavit required to be sworn under the provisions or for the
purposes of this Part may be sworn in Belize, or elsewhere within the dominions
of Her Majesty, or in any Commonwealth country before any court, judge, or
person lawfully authorised to take and receive affidavits, or before any of Her
Majesty’s Consuls or Vice-Consuls in any place outside Her Majesty’s
dominions.
(2) All courts, judges, justices, commissioners and persons acting
judicially shall take judicial notice of the seal or stamp or signature (as the case
may be) of any such court, judge, person, consul or vice-consul attached, ap-
pended or subscribed to any such affidavit, or to any other document to be
used for the purposes of this Part.
217.-(1) An account, called the Companies Liquidation Account, shall be
kept by the Official Receiver at the Belize City Branch of the Royal Bank of
Canada or at such other bank as may be approved by the Minister, and all
moneys received by the Official Receiver in respect of proceedings under this
Act in connection with the winding-up of companies shall be paid to that account.
(2) All payments out of money standing to the credit of the Offi-
cial Receiver in the Companies Liquidation Account shall be made by the said
bank in the prescribed manner.
Rules and Fees
218.-(1) The Chief Justice may make general rules for carrying into effect the
objects of this Act so far as relates to the winding-up of companies.
(2) All general rules made under this section shall be laid before the
National Assembly for approval, and shall be judicially noticed, and shall have
effect as if enacted by this Act.
Affidavits,
etc.
“Companies
Liquidation
Account”
defined.
40 of 1963.
Rules and fees
for winding-up.
(3) There shall be paid in respect of proceedings under this Act in
relation to the winding-up of companies such fees as the Chief Justice, with the
approval of the National Assembly, may direct.
219. Subject to this Act with respect to rules and fees in relation to the
winding-up of companies, rules of procedure for the purposes of this Act,
including rules as to costs and fees, may be made as regards the court by the
authority having power to make rules for the Supreme Court.
Removal of Defunct Companies from Register
220.-(1) Where the Registrar has reasonable cause to believe that a company
is not carrying on business or in operation, he shall send to the company by
post a letter inquiring whether the company is carrying on business or in
operation.
(2) If the Registrar does not within one month of sending the letter
receive any answer thereto, he shall within fourteen days after the expiration of
the month send to the company by post a registered letter referring to the first
letter, and stating that no answer thereto has been received, and that if an
answer is not received to the second letter within one month from the date
thereof, a notice will be published in the Gazette with a view to striking the
name of the company off the register.
(3) If the Registrar either receives an answer from the company to
the effect that it is not carrying on business or in operation, or does not within
one month after sending the second letter receive any answer, he may publish
in the Gazette, and send to the company by post, a notice that at the
expiration of three months from the date of that notice the name of the
company mentioned therein will, unless cause is shown to the contrary, be
struck off the register and the company will be dissolved.
(4) If, in any case where a company is being wound-up, the Regis-
trar has reasonable cause to believe either that no liquidator is acting, or that
Power to make
rules of proce-
dure.
Registrar may
strike defunct
company off
register.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
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the affairs of the company are fully wound-up, and the returns required to be
made by the liquidator have not been made for a period of six consecutive
months after notice by the Registrar demanding the returns has been sent by
post to the company, or to the liquidator, at his last known place of business,
the Registrar may publish in the Gazette and send to the company a like notice
as is provided in subsection (3).
(5) At the expiration of the time mentioned in the notice, the Regis-
trar may, unless cause to the contrary is previously shown by the company,
strike its name off the register, and shall publish notice thereof in the Gazette,
and on the publication in the Gazette of such notice the company shall be
dissolved:
Provided that the liability, if any, of every director, managing officer and
member of the company shall continue and may be enforced as if the company
had not been dissolved.
(6) If a company or any member or creditor thereof feels ag-
grieved by the company having been struck off the register, the court, on the
application of the company or member or creditor, may, if satisfied that the
company was at the time of the striking off carrying on business or in
operation, or otherwise that it is just that the company be restored to
the register, order the name of the company to be restored to the register, and
thereupon the company shall be deemed to have continued in existence as if
its name had not been struck off, and the court may by the order give such
directions and make such provisions as seem just for placing the company and
all other persons in the same position as nearly as may be as if the name of the
company had not been struck off.
(7) A letter or notice under this section may be addressed to the
company at its registered office or, if no office has been registered, to the care
of some director or officer of the company, or, if there is no director or officer
of the company whose name and address are known to the Registrar, may be
sent to each of the persons who subscribe the memorandum, addressed to him
at the address mentioned in the memorandum.
PART V
Registration Office and Fees
221.-(1) For the purposes of the registration of companies under this Act, the
Registrar General shall be the Registrar and the office of the Registrar General
shall be the registration office.
(2) The Minister may direct a seal or seals to be prepared for the
authentication of documents required for or connected with the registration of
companies.
(3) Any person may inspect the documents kept by the Registrar
on payment of such fees as may be appointed by the Minister not exceeding
twenty-five cents for each inspection, and any person may require a certificate
of the incorporation of any company, or a copy or extract of any other docu-
ment or any part of any other document, to be certified by the Registrar, on
payment for the certificate, certified copy or extract, of such fees as the Min-
ister may appoint, not exceeding one dollar for a certificate of incorporation,
and not exceeding twelve cents for each folio of a certified copy or extract.
(4) A copy of or extract from any document kept and registered at
the office for the registration of companies, certified to be a true copy under
the hand of the Registrar, shall in all legal proceedings be admissible in evi-
dence as of equal validity with the original document.
222.-(1) There shall be paid to the Registrar in respect of the several matters
mentioned in Table B in the First Schedule the several fees therein specified,
or such smaller fees as the Minister may from time to time direct.
(2) All fees paid to the Registrar in pursuance of this Act shall be
paid by means of impressed or adhesive stamps of the proper value.
Registration
office.
Fees
Table B.
First schedule.
40 of 1963.
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Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
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PART VI
Application of Act to Companies Formed and Registered Under
Former Enactments
223. In the application of this Act to existing companies, it shall apply in the
same manner-
(a) in the case of a limited company, other than a company limited
by guarantee, as if the company had been formed and
registered under this Act as a company limited by shares;
(b) in the case of a company limited by guarantee, as if the
company had been formed and registered under this Act as a
company limited by guarantee; and
(c) in the case of a company other than a limited company, as if
the company had been formed and registered under this Act
as an unlimited company:
Provided that reference, express or implied, to the date of registration
shall be construed as a reference to the date at which the company was registered
under any Act or Ordinance providing for the incorporation, management and
winding-up of trading companies and other associations.
224. This Act shall apply to every company registered but not formed under
any previous Act or Ordinance providing for the incorporation, management
and winding-up of trading companies and other associations:
Provided that reference, express or implied, to the date of registration
shall be construed as a reference to the date at which the company was registered
under any such previous Act or Ordinance described in this section.
Application of
Act to compa-
nies formed
under former
Companies
Acts.
Application of
Act to compa-
nies registered
under former
laws.
225. This Act shall apply to every unlimited company registered in pursuance
of any previous Act or Ordinance described in section 224, as a limited
company, in the same manner as it applies to an unlimited company registered
in pursuance of this Act as a limited company:
Provided that reference, express or implied, to the date of registration
shall be construed as a reference to the date at which the company was registered
as a limited company under any such Act or Ordinance.
PART VII
Companies Authorised to Register under this Act
226.-(1) With the exceptions and subject to the provisions mentioned and
contained in this section-
(a) any company consisting of seven or more members, which
was in existence on 2nd November, 1862;
(b) any company formed after the date aforesaid in pursuance of
any law other than this Act, and consisting of seven or more
members,
may at any time register under this Act as an unlimited company, or as a
company limited by shares, or as a company limited by guarantee, and the
registration shall not be invalid by reason that it has taken place with a view to
the company being wound-up:
Provided that-
(a) a company having the liability of its members limited by any
Act or letters patent, and not being a joint stock company as
defined in section 227, shall not register in pursuance of this
section;
Application of
Act to compa-
nies registered
under former
Acts.
Companies
capable of
being regis-
tered.
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Companies [CAP. 250
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(b) a company having the liability of its members limited by any
Act or letters patent shall not register in pursuance of this
section as an unlimited company or as a company limited by
guarantee;
(c) a company that is not a joint stock company as defined in
section 227, shall not register in pursuance of this section as a
company limited by shares;
(d) a company shall not register in pursuance of this section with-
out the assent of a majority of such of its members as are
present in person or by proxy (in cases where proxies are
allowed by the regulations of the company) at a general
meeting summoned for the purpose;
(e) where a company not having the liability of its members
limited by any Act or letters patent is about to register as a
limited company, the majority required to assent as mentioned
in paragraph (d) shall consist of not less than three-fourths of
the members present in person or by proxy at the meeting;
(f) where a company is about to register as a company limited by
guarantee, the assent to its being so registered shall be
accompanied by a resolution declaring that each member
undertakes to contribute to the assets of the company, in the
event of its being wound-up while he is a member, or within
one year after he ceases to be a member, for payment of the
debts and liabilities of the company contracted before he
ceased to be a member, and of the costs and expenses of
winding-up, and for the adjustment of the rights of the
contributories among themselves, such amount as may be
required, not exceeding a specified amount.
(2) In computing any majority under this section when a poll is de-
manded, regard shall be had to the number of votes to which each member is
entitled according to the regulations of the company.
(3) A company registered under any previous Act or Ordinance
providing for the incorporation, management and winding-up of trading com-
panies and other associations shall not be registered in pursuance of this sec-
tion.
227. For the purposes of this Part, as far as relates to registration of
companies as companies limited by shares, “a joint stock company” means a
company having a permanent paid-up or nominal share capital of fixed amount
divided into shares, also of fixed amount, or held and transferable as stock or
divided and held partly in one way and partly in the other, and formed on the
principle of having for its members the holders of those shares or that stock,
and no other persons, and such a company when registered with limited liability
under this Act shall be deemed to be a company limited by shares.
228.-(1) A bank of issue registered under this Act as a limited company shall
not be entitled to limited liability in respect of its notes, and the members thereof
shall be liable in respect of its notes in the same manner as if it had been
registered as unlimited, but if, in the event of the company being wound-up,
the general assets are insufficient to satisfy the claims of both the note-holders
and the general creditors, then the members, after satisfying the remaining
demands of the note-holders, shall be liable to contribute towards payment of
the debts of the general creditors a sum equal to the amount received by the
note-holders out of the general assets.
(2) For the purposes of this section, the expression “the general
assets” means the funds available for payment of the general creditors as well
as the note-holders.
(3) Any bank of issue registered under this Act as a limited com-
pany may state on its notes that the limited liability does not extend to its notes,
and that the members of the company are liable in respect of its notes in the
Definition of
“joint stock
company”.
Liability of bank
of issue unlim-
ited in respect of
notes.
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the Government of Belize.
Companies [CAP. 250
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same manner as if it had been registered as an unlimited company.
229. Before the registration in pursuance of this Part of a joint stock company,
there shall be delivered to the Registrar the following documents (that is to
say)-
(a) a list showing the names, addresses and occupations of
all persons who on a day named in the list, not being more
than six clear days before the day of registration, were
members of the company, with the addition of the shares or
stock held by them respectively, distinguishing, in cases where
the shares are numbered, each share by its number;
(b) a copy of any Act, Ordinance, Royal Charter, letters patent,
deed of settlement, contract of copartnery, or other
instrument constituting or regulating the company; and
(c) if the company is intended to be registered as a limited
company, a statement specifying the following particulars
(that is to say)-
(i) the nominal share capital of the company and the
number of shares into which it is divided, or the amount
of stock of which it consists;
(ii) the number of shares taken and the amount paid on
each share;
(iii) the name of the company, with the addition of the word
“limited” as the last word thereof; and
(iv) in the case of a company intended to be registered as
a company limited by guarantee, the resolution
declaring the amount of the guarantee.
Requirements
for registration
by joint stock
companies.
230. Before the registration in pursuance of this Part of any company not
being a joint stock company, there shall be delivered to the Registrar
(a) a list showing the names, addresses and occupations of the
directors or other managers (if any) of the company; and
(b) a copy of any Act, Ordinance, letters patent, deed of settlement,
contract of copartnery or other instrument constituting or
regulating the company; and
(c) in the case of a company intended to be registered as a
company limited by guarantee, a copy of the resolution
declaring the amount of the guarantee.
231. The lists of members and directors and any other particulars relating
to the company required to be delivered to the Registrar shall be verified by a
statutory declaration of any two or more directors or other principal officers
of the company.
232. The Registrar may require such evidence as he thinks necessary for
the purpose of satisfying himself whether any company proposing to be registered
is or is not a joint stock company as defined in section 227.
233. No fee shall be charged in respect of the registration in pursuance of
this Part of a company if it is not registered as a limited company, or if before
its registration as a limited company the liability of the shareholders was limited
by some other Act, Ordinance or by letters patent.
234. When a company registers in pursuance of this Part with limited liability,
the word “Limited” shall form and be registered as part of its name.
235. On compliance with the requirements of this Part with respect to
registration, and on payment of such fees, if any, as are payable under Table B
in the First Schedule, the Registrar shall certify under his hand that the company
Requirements
for registration
by other than
joint stock
companies.
Addition of
“Limited” to
name.
Authentication
of statements of
existing compa-
nies.
Registrar may
require evidence
as nature of
company.
Exemption of
certain compa-
nies from
payment of fees.
Certificate of
registration of
existing compa-
nies.
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Companies [CAP. 250
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163
applying for registration is incorporated as a company under this Act, and in the
case of a limited company that it is limited, and thereupon the company shall be
incorporated, and shall have perpetual succession and common seal, with power
to hold lands.
236. All property, real and personal (including things in action), belonging to
or vested in a company at the date of its registration in pursuance of this Part,
shall on registration pass to and vest in the company as incorporated under this
Act for all the estate and interest of the company therein.
237. Registration of a company in pursuance of this Part shall not affect the
rights or liabilities of the company in respect of any debt or obligation incurred,
or any contract entered into, by, to, with, or on behalf of, the company before
registration.
238. All actions and other legal proceedings which at the time of the
registration of a company in pursuance of this Part are pending by or against the
company, or the public officer or any member thereof, may be continued in the
same manner as if the registration had not taken place:
Provided that execution shall not issue against the effects of any individual
member of the company on any judgment, decree or order obtained in any
such action or proceeding, but, in the event of the property and effects of the
company being insufficient to satisfy the judgment, decree, or order, an order
may be obtained for winding-up the company.
239. When a company is registered in pursuance of this Part-
(a) all provisions contained in any Act, Ordinance, deed of settle-
ment, contract of copartnery, letters patent, or other instru-
ment constituting or regulating the company, including, in the
case of a company registered as a company limited by guar-
antee, the resolution declaring the amount of the guarantee,
shall be deemed to be conditions and regulations of the com-
Vesting of
property on
registration.
Saving for exist-
ing liabilities.
Continuation
of existing
actions.
Effect of
registration.
pany, in the same manner and with the same incidents as if so
much thereof as would, if the company had been formed un-
der this Act, have been required to be inserted in the memo-
randum, were contained in a registered memorandum, and
the residue thereof were contained in registered articles;
(b) all the provisions of this Act shall apply to the company, and
the members, contributories and creditors thereof, in the same
manner in all respects as if it had been formed under this Act,
subject as follows (that is to say)-
(i) the regulations in Table A in the First Schedule shall
not apply unless adopted by special resolution;
(ii) the provisions of this Act relating to the numbering of
shares shall not apply to any joint stock company
whose shares are not numbered;
(iii) subject to this section, the company shall not have
power to alter any provision contained in any Act
relating to the company;
(iv) subject to this section, the company shall not have
power, without the sanction of the Attorney General,
to alter any provision contained in any letters patent
relating to the company;
(v) the company shall not have power to alter any
provisions contained in a royal charter or letters patent
with respect to the objects of the company;
(vi) in the event of the company being wound-up, every
person shall be a contributory, in respect of the debts
and liabilities of the company contracted before
First Schedule.
Table A.
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Companies [CAP. 250
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registration, who is liable to pay or contribute to the
payment of any debt or liability of the company
contracted before registration, or to pay or contribute
to the payment of any sum for the adjustment of the
rights of the members among themselves in respect of
any such debt or liability, or to pay or contribute to
the payment of the costs and expenses of winding-up
the company, so far as relates to such debts or liabilities
as aforesaid;
(vii) every contributory shall be liable to contribute to the
assets of the company, in the course of the winding-
up, all sums due from him in respect of any such liability
as aforesaid; and
(viii) in the event of the death, bankruptcy, or insolvency
of any contributory, or marriage of any female
contributory, the provisions of this Act with respect
to the personal representatives of deceased contribu-
tories, to the trustees of bankrupt or insolvent contribu-
tories, and to the liabilities of husbands and wives, re-
spectively, shall apply;
(c) the provisions of this Act with respect to-
(i) the registration of an unlimited company as limited;
(ii) the powers of an unlimited company on registration
as a limited company to increase the nominal amount
of its share capital and to provide that a portion of its
share capital shall not be capable of being called up
except in the event of winding-up;
(iii) the power of a limited company to determine that a
portion of its share capital shall not be capable of being
called up except in the event of winding-up,
shall apply notwithstanding any provisions contained in any Act, Ordinance,
Royal Charter, deed of settlement, contract of copartnery, letters patent, or
other instrument constituting or regulating the company;
(d) nothing in this section shall authorise the company to alter any
such provisions contained in any deed of settlement, contract
of copartnery, letters patent, or other instrument constituting
or regulating the company, as would, if the company
had originally been formed under this Act, have been required
to be contained in the memorandum and are not authorised to
be altered by this Act;
(e) nothing in this Act shall derogate from any power of altering
its constitution or regulations which may by virtue of any
Act, Ordinance, deed of settlement, contract of
copartnery, letters patent, or other instrument constituting
or regulating the company, be vested in the company.
240.-(1) Subject to this section, a company registered in pursuance of this
Part may by special resolution alter the form of its constitution by substituting
a memorandum and articles for a deed of settlement.
(2) This Act with respect to confirmation by the court and registra-
tion of an alteration of the objects of a company shall so far as applicable
apply to an alteration under this section, with the following modifications-
(a) there shall be substituted for the printed copy of the altered
memorandum required to be delivered to the Registrar a
printed copy of the substituted memorandum and articles; and
(b) on the registration of the alteration being certified by the Reg-
Power to substi-
tute memoran-
dum and articles
for deed of settle-
ment.
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Companies [CAP. 250
[ ]
167
istrar, the substituted memorandum and articles shall apply to
the company in the same manner as if it were a company
registered under this Act with that memorandum and those ar-
ticles and the company’s deed of settlement shall cease to ap-
ply to the company.
(3) An alteration under this section may be made either with or with-
out any alteration of the objects of the company under this Act.
(4) In this section, the expression “deed of settlement” includes any
contract of copartnery or other instrument constituting or regulating the com-
pany, not being an Act, Ordinance, a Royal Charter, or letters patent.
241. The provisions of this Act with respect to staying and restraining actions
and proceedings against a company at any time after the presentation of a
petition for winding-up and before the making of a winding-up order shall, in
the case of a company registered in pursuance of this Part, where the application
to stay or restrain is by a creditor, extend to actions and proceedings against
any contributory of the company.
242. Where an order has been made for winding-up a company registered
in pursuance of this Part, no action or proceeding shall be commenced or
proceeded with against the company or any contributory of the company in
respect of any debt of the company, except by leave of the court, and subject
to such terms as the court may impose.
PART VIII
Winding-Up of Unregistered Companies
243. For the purposes of this Part, the expression “unregistered company”
shall not include a company registered under any previous Act or Ordinance
providing for the incorporation, management and winding-up of trading
companies, or under this Act, but save as aforesaid shall include any partnership,
Power of court
to stay or
restrain
proceedings.
Actions stayed
on winding-up
order.
Meaning of
“unregistered
company.”
association or company consisting of more than seven members, and any limited
partnership.
244.-(1) Subject to this Part, any unregistered company may be wound-up
under this Act, and all the provisions of this Act with respect to winding-up
shall apply to an unregistered company, with the following exceptions and
additions-
(a) no unregistered company shall be wound-up under this Act
voluntarily or subject to supervision;
(b) the circumstances in which an unregistered company may be
wound-up are as follows (that is to say)-
(i) if the company is dissolved, or has ceased to carry on
business, or is carrying on business only for the
purpose of winding-up its affairs;
(ii) if the company is unable to pay its debts;
(iii) if the court is of opinion that it is just and equitable
that the company should be wound-up;
(c) an unregistered company shall, for the purposes of this Act,
be deemed to be unable to pay its debts-
(i) if a creditor, by assignment or otherwise, to whom the
company is indebted in a sum exceeding two hundred
and fifty dollars then due, has served on the company,
by leaving at its principal place of business, or by
delivering to the secretary or some director, manager
or principal officer of the company, or by otherwise
serving in such manner as the court may approve or
direct, a demand under his hand requiring the company
Winding-up of
unregistered
companies.
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to pay the sum so due, and the company has for three
weeks after the service of the demand neglected to
pay the sum, or to secure or compound for it to the
satisfaction of the creditor;
(ii) if any action or other proceeding has been instituted
against any member for any debt or demand due, or
claimed to be due, from the company, or from him in
his character of member, and notice in writing of the
institution of the action or proceeding having been
served on the company by leaving it at its principal
place of business, or by delivering it to the secretary,
or some director, manager, or principal officer of the
company, or by otherwise serving it in such manner
as the court may approve or direct, the company has
not within ten days after service of the notice paid,
secured, or compounded for the debt or demand, or
procured the action or proceeding to be stayed, or
indemnified the defendant to his reasonable satisfaction
against the action or proceeding, and against all costs,
damages, and expenses to be incurred by him by
reason of it;
(iii) if execution or other process issued on a judgment,
decree, or order obtained in any court in favour of a
creditor against the company, or any member thereof
as such, or any person authorised to be sued as
nominal defendant on behalf of the company, is
returned unsatisfied;
(iv) if it is otherwise proved to the satisfaction of the court
that the company is unable to pay its debts.
(2) Nothing in this Part shall affect the operation of any enact-
ment which provides for any partnership, association, or company, being
wound-up, or being wound-up as a company or as an unregistered
company, under any enactment repealed by this Act, except that refer-
ences in any such first-mentioned enactment to any such repealed enactment
shall be read as references to the corresponding provision (if any) of this Act.
245.-(1) In the event of an unregistered company being wound-up, every
person shall be deemed to be a contributory who is liable to pay or contribute
to the payment of any debt or liability of the company, or to pay or contribute
to the payment of any sum for the adjustment of the rights of the members
among themselves, or to pay or contribute to the payment of the costs and
expenses of winding-up the company, and every contributory shall be liable to
contribute to the assets of the company all sums due from him in respect of any
such liability as aforesaid.
(2) In the event of the death, bankruptcy, or insolvency, of any
contributory, or marriage of any female contributory, this Act with respect to
the personal representatives, and devisees of deceased contributories, to the
trustees of bankrupt or insolvent contributories, and to the liabilities of hus-
bands and wives respectively, shall apply.
246. The provisions of this Act with respect to staying and restraining actions
and proceedings against a company at any time after the presentation of a
petition for winding-up and before the making of a winding-up order shall, in
the case of an unregistered company, where the application to stay or restrain
is by a creditor, extend to actions and proceedings against any contributory of
the company.
247. Where an order has been made for winding-up an unregistered
company, no action or proceeding shall be proceeded with or commenced
against any contributory of the company in respect of any debt of the company,
except by leave of the court, and subject to such terms as the court may
impose.
Contributories
in winding-up of
unregistered
company.
Power of court to
stay or restrain
proceedings.
Actions stayed
on winding-up
order
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248. If an unregistered company has not power to sue and be sued in a
common name, or if for any reason it appears expedient, the court may by the
winding-up order, or by any subsequent order, direct that all or any part of the
property, real and personal (including things in action), belonging to the company,
or to trustees on its behalf, is to vest in the liquidator by his official name, and
thereupon the property or the part thereof specified in the order shall vest
accordingly, and the liquidator may, after giving such indemnity (if any) as the
court may direct, bring or defend in his official name any action or other legal
proceeding relating to that property, or necessary to be brought or defended
for the purposes of effectually winding-up the company and recovering its
property.
249. The provisions of this Part with respect to unregistered companies shall
be in addition to and not in restriction of any provisions hereinbefore in this Act
contained with respect to winding-up companies by the court, and the court or
liquidator may exercise any powers or do any act in the case of unregistered
companies which might be exercised or done by it or him in winding-up
companies formed and registered under this Act:
Provided that an unregistered company shall not, except in the event of
its being wound-up, be deemed to be a company under this Act, and then only
to the extent provided by this Part.
PART IX
Companies Established Outside Belize
250. Section 251 shall apply to all overseas companies, that is to say,
companies incorporated outside of Belize which-
(a) after the appointed day, establish a place of business in Belize;
(b) have before the appointed day established place of business
within Belize and continue to have an established place of
Directions as
to property in
certain cases.
Provisions of
this Part
cumulative.
Overseas
company.
9 of 1960.
business within Belize on the appointed day.
251.-(1) Overseas companies which, after the appointed day, establish a
place of business within Belize shall, within one month of the establishment of
the place of business, deliver to the Registrar for registration-
(a) a certified copy of the charter, statutes or memorandum and
articles of the company or other instrument constituting or de-
fining the constitution of the company, and if the instrument is
not written in the English language, a certified translation thereof;
(b) a list of the directors and secretary of the company containing
the particulars mentioned in subsection (2);
(c) the names and addresses of some one or more persons resi-
dent in Belize authorised to accept on behalf of the company
service of process and any notices required to be served on
the company.
(2) The list referred to in paragraph (b) of subsection (1) shall
contain the following particulars, that is to say-
(a) with respect to each director-
(i) in the case of an individual, his present christian name
and surname and any former christian name and
surname, his usual residential address, his nationality
and his business occupation, if any, or if he has no
business occupation but holds any other directorship
or directorships, particulars of that directorship or of
some one of those directorships; and
(ii) in the case of a corporation, its corporate name and
registered or principal office;
Documents, etc.,
to be delivered to
Registrar by over-
seas companies
carrying on busi-
ness in Belize.
9 of 1960.
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(b) with respect to the secretary, or, where there are joint
secretaries, with respect to each of them, his present christian
name and surname, any former christian name and surname,
and his usual residential address.
(3) Overseas companies, other than those mentioned in subsection
(1), shall, if they have not before the appointed day, delivered to the Registrar
the documents and particulars required to be delivered under section 250 which
was in force prior to the appointed day, shall continue to be subject to the
obligation to deliver those documents and particulars in accordance with that
section.
(4) Where an overseas company has delivered to the Registrar-
(a) in the case of a company to which subsection (1) applies, the
documents and particulars therein mentioned;
(b) in the case of a company mentioned in subsection (3), the
documents and particulars required to be delivered thereunder;
it shall have the same power to hold lands in Belize as if it were a company
incorporated under this Act.
(5) If any alteration is made in-
(a) the charter, statutes or memorandum and articles of an over-
seas company or any such instrument as aforesaid; or
(b) the directors or secretary of an overseas company or the
particulars contained in the list of the directors and secretary;
or
(c) the names or addresses of the persons authorised to accept
service on behalf of an overseas company;
the company shall, within twenty-one days after the date of making the alteration,
deliver to the Registrar for registration a return containing full particulars of the
alteration.
(6) Every overseas company shall, in every calendar year, file with
the Registrar such a statement in the form of a balance sheet as would, if it
were a company incorporated in Belize and having a share capital, be re-
quired under this Act to be included in the annual summary.
(7) Every overseas company shall-
(a) in every prospectus inviting subscriptions for its shares or
debentures in Belize, state the country in which the company
is incorporated; and
(b) conspicuously exhibit on every place where it carries on
business in Belize the name of the company and the country
in which the company is incorporated; and
(c) cause the name of the company and of the country in which it
is incorporated to be stated in legible characters in all bill heads
and letter paper, and in all notices and other official publications
of the company; and
(d) if the liability of the members of the company is limited, cause
notice of that fact to be stated in legible characters in every
such prospectus as aforesaid and in all bill heads, letter paper,
notices and other official publications of the company in Belize,
and to be affixed on every place where it carries on business.
(8) Any process or notice required to be served on an overseas
company shall be sufficiently served if addressed to any person whose name
has been delivered to the Registrar under the foregoing provisions of this sec-
tion and left at or sent by post to the address which has been so delivered:
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Provided that-
(a) where such company makes default in delivering to the
Registrar the name and address of a person resident in
Belize who is authorised to accept on behalf of the company
service of processes or notices; or
(b) if at any time all the persons whose names and addresses have
been so delivered are dead or have ceased so to reside, or
refuse to accept service on behalf of the company, or for any
reason cannot be served,
a document may be served on the company by leaving it at or sending it by post
to any place of business established by the company in Belize.
(9) If any overseas company fails to comply with any of the forego-
ing provisions of this section, the company, and every officer of the company
who knowingly and wilfully authorises or permits the default, shall be liable on
summary conviction to a fine not exceeding two hundred and fifty dollars or in
the case of a continuing offence, twenty-five dollars for every day during which
the default continues.
(10) There shall be paid to the Registrar for registering any document
required by this section to be filed with him a fee of two dollars and fifty cents
or such smaller fee as may be prescribed.
(11) For the purposes of this and section 250 -
(a) the expression, “appointed day” means 1st July, 1960;
(b) the expression, “certified” means verified by affidavit or statutory
declaration of the secretary, president or chairman of the
company, or of the translator or otherwise as may be prescribed
as a true copy or a correct translation;
(c) the expression, “christian name” includes a forename;
(d) the expression, “director” in relation to a company, includes
any person in accordance with whose directions or instructions
the directors of the company are accustomed to act;
(e) the expression, “place of business” includes a share transfer
or share registration office;
(f) the expression, “prospectus” means any prospectus, notice,
circular, advertisement, or other invitation offering to the public
for subscription or purchase any shares or debentures of the
company;
(g) the expression, “surname” in the case of a peer or person
usually known by a title different from his surname, means that
title.
(h) References to a former christian name or surname do not
include-
(i) in the case of a peer or a person usually known by a
British title different from his surname, the name by
which he was known previous to the adoption of or
succession to the title; or
(ii) in the case of any person, a former christian name or
surname where that name or surname was changed
or disused before the person bearing the name attained
the age of eighteen years or has been changed or
disused for a period of not less than twenty years; or
(iii) in the case of a married woman, the name or surname
by which she was known previous to the marriage.
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Belmopan, by the authority of
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PART X
Supplemental Remedies, Legal Proceedings, Offences, etc.
252. All offences under this Act made punishable by any fine, unless expressly
provided otherwise, shall be prosecuted under the Summary Jurisdiction Acts
on the complaint of the Registrar of Companies.
253. The magistrate imposing any fine under this Act may direct that the
whole or any part thereof be applied in or towards a payment of the costs of
the proceedings, or in or towards rewarding the person on whose information
or at whose suit the fine is recovered, and subject to any such direction, all fines
under this Act shall, notwithstanding anything in any other Act or law, be paid
into the Consolidated Revenue Fund.
254. Where a limited company is plaintiff in any action or other legal
proceeding, any judge having jurisdiction in the matter may, if it appears by
credible testimony that there is reason to believe that the company will be unable
to pay the costs of the defendant if successful in his defence, require sufficient
security to be given for those costs, and may stay all proceedings until the
security is given.
255. If, in any proceeding against a director, or person occupying the position
of director, of a company for negligence or breach of trust, it appears to the
court hearing the case that the director or person is or may be liable in respect
of the negligence or breach of trust, but has acted honestly and reasonably, and
ought fairly to be excused for the negligence or breach of trust, that court may
relieve him, either wholly or partly, from his liability on such terms as the court
may think proper.
256. If any person in any return, report, certificate, balance sheet or other
document, required by or for the purposes of any of the provisions of this Act
specified in the Fourth Schedule hereto, wilfully makes a statement false in any
material particular, knowing it to be false, he shall be guilty of a misdemeanour,
Prosecution of
offences.
CAP. 98.
CAP. 99.
Applications
of fines.
Costs in
actions by
certain limited
companies.
Power of court
to grant relief
in certain
cases.
Penalty for false
statement.
Fourth Sched-
ule.
and shall be liable on conviction on indictment to imprisonment for a term not
exceeding two years, and on summary conviction to imprisonment for a term
not exceeding four months, and in either case to a fine in lieu of or in addition
to such imprisonment as aforesaid:
Provided that the fine imposed on summary conviction shall not exceed
five hundred dollars.
257. If any person or persons trade or carry on business under any name
or title of which “Limited” is the last word, that person or those persons shall,
unless duly incorporated with limited liability, be liable to a fine not exceeding
twenty-five dollars for every day upon which that name or title has been used.
258.-(1) Unless and until the Chief Justice shall make general rules under the
powers conferred in section 218, the Companies (Winding-up) Rules, 1909,
made by the Lord Chancellor under section 237 of the Companies
Consolidated Act, 1908, and dated 29th March, 1909, are declared to be in
force in Belize, and shall be read with and considered as part of this Act
(2) It shall be lawful for the court to construe the said rules with
such verbal alterations not affecting the substance as may be deemed expedi-
ent to render them applicable to local circumstances and to any matters before
the court:
Provided that any such construction or alteration shall not be
inconsistent with this Act.
(3) In any proceedings taken in Belize for the winding-up of
companies, the decision of the court on the construction to be placed on any
of the provisions of the Companies (Winding-up) Rules, 1909, with respect to
practice and procedure shall be final, and no action, suit or other legal
proceedings or process shall be brought, taken, issued or allowed in Belize
against any person in respect of any act or thing done or purporting to be done
in pursuance of any order or direction of the court under the aforesaid Rules.
Penalty for
improper use of
word “Limited”.
Companies
(winding-up)
Rules applied to
Belize.
1908 c. 69.
Construction of
the court to be
final.
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FIRST SCHEDULE
[Sections 2, 10, 11, 69 and 239]
Table A
Regulations for Management of a Company Limited by Shares
Preliminary
1. In these regulations, unless the context otherwise requires, expression
defined in the Companies Act, or any statutory modification thereof in force at
the date at which these regulations become binding on the company, shall have
the meanings so defined; and words importing the singular shall include the
plural, and vice versa, and words importing the masculine gender shall include
females, and words importing persons shall include bodies corporate.
Business
2. The directors shall have regard to the restrictions on the commencement
of business imposed by section 89 of the Companies Act, if, and so far as,
those restrictions are binding upon the company.
Shares
3. Subject to the provisions, if any, in that behalf of the memorandum of
association of the company, and without prejudice to any special rights previously
conferred on the holders of existing shares in the company, any share in the
company may be issued with such preferred, deferred, or other special rights,
or such restrictions, whether in regard to dividend, voting, return of share capital,
or otherwise, as the company may from time to time by special resolution
determine.
4. If at any time the share capital is divided into different classes of shares,
CAP. 250.
CAP. 250.
the rights attached to any class (unless otherwise provided by the terms of
issue of the shares of that class) may be varied with the consent in writing of
the holders of three-fourths of the issued shares of that class, or with the sanction
of an extraordinary resolution passed at a separate general meeting of the
holders of the shares of the class. To every such separate general meeting the
provisions of these regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be two persons at
least holding or representing by proxy one-third of the issued shares of the
class.
5. No share shall be offered to the public for subscription except upon
the terms that the amount payable on application shall be at least five per cent
of the nominal amount of the share; and the directors shall, as regards any
allotment of shares, duly comply with such of the provisions of sections 87 and
90 of the Companies Act, as may be applicable thereto.
6. Every person whose name is entered as a member in the register of
members shall, without payment, be entitled to a certificate under the common
seal of the company specifying the share or shares held by him and the amount
paid up thereon, provided that in respect of a share or shares held jointly by
several persons, the company shall not be bound to issue more than one
certificate, and delivery of a certificate for a share to one of several joint holders
shall be sufficient delivery to all.
7. If a share certificate is defaced, lost, or destroyed, it may be renewed
on payment of such fee, if any, not exceeding twenty-five cents, and on such
terms, if any, as to evidence and indemnity, as the directors think fit.
8. No part of the funds of the company shall be employed in the purchase
of or in loans upon the security of the company’s shares.
Lien
9. The company shall have a lien on every share (not being a fully-paid
CAP. 250.
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share) for all moneys (whether presently payable or not) called or payable at a
fixed time in respect of that share, and the company shall also have a lien on all
shares (other than fully-paid shares) standing registered in the name of a single
person, for all moneys presently payable by him or his estate to the company;
but the directors may at any time declare any share to be wholly or in part
exempt from the provisions of this clause. The company’s lien, if any, on a share
shall extend to all dividends payable thereon.
10. The company may sell, in such manner as the directors think fit, any
shares on which the company has a lien, but no sale shall be made unless some
sum in respect of which the lien exists, is presently payable, nor until the expiration
of fourteen days after a notice in writing, stating and demanding payment of
such part of the amount in respect of which the lien exists as is presently payable,
has been given to the registered holder for the time being of the share, or the
person entitled by reason of his death or bankruptcy to the share.
11. The proceeds of the sale shall be applied in payment of such part of the
amount in respect of which the lien exists as is presently payable, and the residue
shall (subject to a like lien for sums not presently payable as existed upon the
shares prior to the sale) be paid to the person entitled to the shares at the date
of the sale. The purchaser shall be registered as the holder of the shares, and he
shall not be bound to see to the application of the purchase money, nor shall his
title to the shares be affected by any irregularity or invalidity in the proceedings
in reference to the sale.
Calls on Shares
12. The directors may from time to time make calls upon the members in
respect of any moneys unpaid on their shares, provided that no call shall exceed
one-fourth of the nominal amount of the share, or be payable at less than one
month from the last call; and each member shall (subject to receiving at least
fourteen days’ notice specifying the time or times of payment) pay to the company
at the time or times so specified the amount called on his shares.
13. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
14. If a sum called in respect of a share is not paid before or on the day
appointed for payment thereof, the person from whom the sum is due shall
pay interest upon the sum at the rate of five dollars per centum per annum
from the day appointed for the payment thereof to the time of the actual payment;
but the directors shall be at liberty to waive payment of that interest wholly or
in part.
15. The provisions of these regulations as to payment of interest shall apply
in the case of non-payment of any sum which, by the terms of issue of a share,
becomes payable at a fixed time, whether on account of the amount of the
share, or by way of premium, as if the same had become payable by virtue of
a call duly made and notified.
16. The directors may make arrangements on the issue of shares for a
difference between the holders in the amount of calls to be paid and in the
times of payment.
17. The directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys uncalled and unpaid upon any
shares held by him; and upon all or any of the moneys so advanced may (until
the same would, but for such advance, become presently payable) pay interest
at such rate (not exceeding, without the sanction of the company in general
meeting, six per centum), as may be agreed upon between the member paying
the sum in advance and the directors.
Transfer and Transmission of Shares
18. The instrument of transfer of any share in the company shall be executed
both by the transferor and transferee, and the transferor shall be deemed to
remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
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19. Shares in the company shall be transferred in the following form, or in
any usual or common form which the directors shall approve-
I, A. B., of , in consideration of the sum of
$ paid to me by C. D., of (herein-
after called “the said transferee”), do hereby transfer to the said
transferee the share [or shares] numbered in the
undertaking called the
Company, Limited, to hold unto the said transferee, his executors, administrators,
and assigns, subject to the several conditions on which I held the same at the
time of the execution thereof; and I, the said transferee, do hereby agree to
take the said share or shares] subject to the conditions aforesaid. As witness
our hands the day of
Witness to the Signatures of, etc.
20. The directors may decline to register any transfer of shares, not being
fully-paid shares, to a person of whom they do not approve, and may also
decline to register any transfer of shares on which the company has a lien. The
directors may also suspend the registration of transfers during the fourteen days
immediately preceding the ordinary general meeting in each year. The directors
may decline to recognise any instrument of transfer unless-
(a) a fee not exceeding seventy-five cents is paid to the company
in respect thereof; and
(b) the instrument of transfer is accompanied by the certificate of
the shares to which it relates, and such other evidence as the
directors may reasonably require to show the right of the
transferor to make the transfer.
21. The executors or administrators of a deceased sole holder of a share
shall be the only persons recognised by the company as having any title to the
share. In the case of a share registered in the names of two or more holders, the
survivors or survivor, or the executors or administrators of the deceased survivor,
shall be the only persons recognised by the company as having any title to the
share.
22. Any person becoming entitled to a share in consequence of the death
or bankruptcy of a member shall, upon such evidence being produced as may
from time to time be required by the directors, have the right either to be
registered as a member in respect of the share, or, instead of being registered
himself, to make such transfer of the share as the deceased or bankrupt person
could have made; but the directors shall, in either case, have the same right to
decline or suspend registration as they would have had in the case of a transfer
of the share by the deceased or bankrupt person before the death or
bankruptcy.
23. A person becoming entitled to a share by reason of the death or
bankruptcy of the holder shall be entitled to the same dividends and other
advantages to which he would be entitled if he were the registered holder of
the share, except that he shall not, before being registered as a member in
respect of the share, be entitled in respect of it to exercise any right conferred
by membership in relation to meetings of the company.
Forfeiture of Shares
24. If a member fails to pay any call or instalment of a call on the day
appointed for payment thereof, the directors may, at any time thereafter during
such time as any part of such call or instalment remains unpaid, serve a notice
on him requiring payment of so much of the call or instalment as is unpaid,
together with any interest which may have accrued.
25. The notice shall name a further day (not earlier than the expiration of
fourteen days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall state that in the event of non-
payment at or before the time appointed, the shares in respect of which the
call was made will be liable to be forfeited.
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26. If the requirements of any such notice as aforesaid are not complied
with, any share in respect of which the notice has been given may at any time
thereafter, before the payment required by the notice has been made, be forfeited
by a resolution of the directors to that effect.
27. A forfeited share may be sold or otherwise disposed of on such terms
and in such manner as the directors think fit, and at any time before a sale or
disposition, the forfeiture may be cancelled on such terms as the directors think
fit.
28. A person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay
to the company all moneys which, at the date of forfeiture, were presently
payable by him to the company in respect of the shares, but his liability shall
cease if and when the company receive payment in full of the nominal amount of
the shares.
29. A statutory declaration in writing that the declarant is a director of the
company, and that a share in the company has been duly forfeited on a date
stated in the declaration, shall be conclusive evidence of the facts therein stated
as against all persons claiming to be entitled to the share, and that declaration,
and the receipt of the company for the consideration, if any, given for the share
on the sale or disposition thereof, shall constitute a good title to the share, and
the person to whom the share is sold or disposed of shall be registered as the
holder of the share and shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the share be affected by any irregularity
or invalidity in the proceedings in reference to the forfeiture, sale or disposal of
the share.
30. The provisions of these regulations as to forfeiture shall apply in the
case of non-payment of any sum which, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the amount of the share, or by
way of premium, as if the same had been payable by virtue of a call duly made
and notified.
Conversion of shares into
31. The directors may, with the sanction of the company previously given
in general meeting, convert any paid-up shares into stock, and may with the
like sanction reconvert any stock into paid-up shares of any denomination.
32. The holders of stock may transfer the same, or any part thereof, in the
same manner, and subject to the same regulations, as, and subject to which,
the shares from which the stock arose might previously to conversion have
been transferred, or as near thereto as circumstances admit; but the directors
may from time to time fix the minimum amount of stock transferable, and restrict
or forbid the transfer of fractions of that minimum, but the minimum shall not
exceed the nominal amount of the shares from which the stock arose.
33. The holders of stock shall, according to the amount of the stock held
by them, have the same rights, privileges and advantages as regards dividends,
voting at meetings of the company, and other matters as if they held the shares
from which the stock arose, but no such privilege or advantage (except
participation in the dividends and profits of the company) shall be conferred
by any such aliquot part of stock as would not, if existing in shares, have
conferred that privilege or advantage.
34. Such of the regulations of the company (other than those relating to
share warrants) as are applicable to paid-up shares shall apply to stock, and
the words “share” and “shareholder” therein shall include “stock” and “stock-
holder”.
Share Warrant
35. The company may issue share warrants, and accordingly the directors
may in their discretion, with respect to any share which is fully paid up, on
application in writing signed by the person registered as holder of the share,
and authenticated by such evidence, if any, as the directors may from time to
time require as to the identity of the person signing the request, and on receiving
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the certificate, if any, of the share, and the amount of the stamp duty on the
warrant and such fee as the directors may from time to time require, issue under
the company’s seal a warrant, duly stamped, stating that the bearer of the warrant
is entitled to the shares therein specified, and may provide by coupons, or
otherwise for the payment of dividends, or other moneys, on the shares included
in the warrant.
36. A share warrant shall entitle the bearer to the shares included in it, and
the shares shall be transferred by the delivery of the share warrant, and the
provisions of the regulations of the company with respect to transfer and
transmission of shares shall not apply thereto.
37. The bearer of a share warrant shall, on surrender of the warrant to the
company for cancellation, and on payment of such sum as the directors may
from time to time prescribe, be entitled to have his name entered as a member
in the register of members in respect of the shares included in the warrant.
38. The bearer of a share warrant may at any time deposit the warrant at
the office of the company, and so long as the warrant remains so deposited the
depositor shall have the same right of signing a requisition for calling a meeting
of the company, and of attending and voting and exercising the other privileges
of a member at any meeting held after the expiration of two clear days from the
time of deposit, as if his name were inserted in the register of members as the
holder of the shares included in the deposited warrant. Not more than one
person shall be recognised as depositor of the share warrant. The company
shall, on two days’ written notice, return the deposited share warrant to the
depositor.
39. Subject as herein otherwise expressly provided, no person shall, as
bearer of a share warrant, sign a requisition for calling a meeting of the company,
or attend, or vote, or exercise any other privilege of a member at a meeting of
the company, or be entitled to receive any notices from the company; but the
bearer of a share warrant shall be entitled in all other respects to the same
privileges and advantages as if he were named in the register of members as the
holder of the shares included in the warrant, and he shall be a member of the
company.
40. The directors may from time to time make rules as to the terms on
which (if they shall think fit) a new share warrant or coupon may be issued by
way of renewal in case of defacement, loss or destruction.
41. The directors may, with the sanction of an extraordinary resolution of
the company, increase the share capital by such sum, to be divided into shares
of such amount, as the resolution shall prescribe.
Alteration of Capital
42.-(1) Subject to any direction to the contrary that may be given by the
resolution sanctioning the increase of share capital, all new shares shall, before
issue, be offered to such persons as at the date of the offer are entitled to
receive notices from the company of general meetings in proportion, as nearly
as the circumstances admit, to the amount of the existing shares to which they
are entitled.
(2) The offer shall be made by notice specifying the number of shares
offered, and limiting a time within which the offer, if not accepted, will be
deemed to be declined, and, after the expiration of that time, or on the
receipt of an intimation from the person to whom the offer is made that he
declines to accept the shares offered, the directors may dispose of the same in
such manner as they think most beneficial to the company. The directors may
likewise so dispose of any new shares which (by reason the ratio which the
new shares bear to shares held by persons entitled to an offer of new shares)
cannot, in the opinion of the directors, be conveniently offered under this ar-
ticle.
43. The new shares shall be subject to the same provisions with reference
to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as
the shares in the original share capital.
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44. The company may, by special resolution-
(a) consolidate and divide its share capital into shares of larger
amount than its existing shares;
(b) by sub-division of its existing shares, or any of them, divide
the whole, or any part of its share capital into shares of smaller
amount than is fixed by the memorandum of association,
subject, nevertheless, to the provisions of paragraph (d) of
subsection (1) of section 42 of the Companies Act;
(c) cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any
person;
(d) reduce its share capital in any manner and with, and subject
to, any incident authorised, and consent required by law.
General Meetings
45. The statutory general meeting of the company shall be held within the
period required by section 67 of the Companies Act.
46. A general meeting shall be held once in every year at such time (not
being more than fifteen months after the holding of the last preceding general
meeting) and place as may be prescribed by the company in general meeting,
or in default, at such time in the month following that in which the anniversary of
the company’s incorporation occurs, and at such place, as the directors shall
appoint. In default of a general meeting being so held, a general meeting shall be
held in the month next following, and may be convened by any two members in
the same manner as nearly as possible as that in which meetings are to be
convened by the directors.
47. The above-mentioned general meetings shall be called ordinary
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meetings; all other general meetings shall be called extraordinary.
48.-(1) The directors may, whenever they think fit, convene an extraordinary
general meeting, and extraordinary general meetings shall also be convened
on such requisition, or, in default, may be convened by such requisitionist, as
provided by section 68 of the Companies Act.
(2) If at any time there are not within Belize sufficient directors ca-
pable of acting to form a quorum, any director or any two members of the
company may convene an extraordinary general meeting in the same manner
as nearly as possible as that in which meetings may be convened by the direc-
tors.
Proceedings at General Meeting
49. Seven days’ notice at the least (exclusive of the day on which the
notice is served or deemed to be served, but inclusive of the day for which
notice is given) specifying the place, the day, and the hour of meeting and, in
case of special business, the general nature of that business shall be given in
manner hereinafter mentioned, or in such other manner, if any, as may be
prescribed by the company in general meeting, to such persons as are, under
the regulations of the company, entitled to receive such notices from the
company; but the non-receipt of the notice by any member shall not invalidate
the proceedings at any general meeting.
50. All business shall be deemed special that is transacted at an
extraordinary meeting, and all that is transacted at an ordinary meeting, with
the exception of sanctioning a dividend, the consideration of the accounts,
balance-sheets, and the ordinary report of the directors and auditors, the
election of directors and other officers in the place of those retiring by rotation,
and the fixing of the remuneration of the auditors.
51. No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to business;
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save as herein otherwise provided, three members personally present shall be a
quorum.
52. If within half an hour from the time appointed for the meeting a quorum
is not present, the meeting, if convened upon the requisition of members, shall
be dissolved; in any other case, it shall stand adjourned to the same day in the
next week, at the same time and place, and, if at the adjourned meeting a
quorum is not present within half an hour from the time appointed for the meeting,
the members present shall be a quorum.
53. The chairman, if any, of the board of directors, shall preside as chairman
at every general meeting of the company.
54. If there is no such chairman, or if at any meeting he is not present within
fifteen minutes after the time appointed for holding the meeting or is unwilling to
act as chairman, the members present shall choose some one of their number to
be chairman.
55. The chairman may, with the consent of any meeting at which a quorum
is present (and shall if so directed by the meeting), adjourn the meeting from
time to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is adjourned for ten days
or more, notice of the adjourned meeting shall be given as in the case of an
original meeting. Save as aforesaid, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.
56. At any general meeting, a resolution put to the vote of the meeting shall
be decided on a show of hands, unless a poll is (before or on the declaration of
the result of the show of hands) demanded by at least three members, and,
unless a poll is so demanded, a declaration by the chairman that a resolution
has, on a show of hands, been carried, or carried unanimously, or by a particular
majority, or lost, and an entry to that effect in the book of the proceedings of
the company, shall be conclusive evidence of the fact, without proof of the
number or proportion of the votes recorded in favour of, or against, that
resolution.
57. If a poll is duly demanded, it shall be taken, in such manner as the
chairman directs, and the result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.
58. In the case of an equality of votes,, whether on a show of hands or on
a poll, the chairman of the meeting at which the show of hands takes place or
at which the poll is demanded, shall be entitled to a second or casting vote.
59. A poll demanded on the election of a chairman, or on a question of
adjournment, shall be taken forthwith. A poll demanded on any other question
shall be taken at such time as the chairman of the meeting directs.
Votes of Members
60. On a show of hands, every member present in person shall have one
vote. On a poll, every member shall have one vote for each share of which he
is the holder.
61. In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and for this purpose seniority shall be determined by
the order in which the names stand in the register of members.
62. A member of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, may vote, whether on a show
of hands or on a poll, by his committee, curator bonis, or other person in the
nature of a committee or curator bonis appointed by that court, and any such
committee, curator bonis, or other person may, on a poll, vote by proxy.
63. No member shall be entitled to vote at any general meeting unless all
calls or other sums presently payable by him in respect of shares in the company
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have been paid.
64. On a poll, votes may be given either personally or by proxy.
65. The instrument appointing a proxy shall be in writing under the hand of
the appointor or of his attorney duly authorised in writing, or, if the appointor is
a corporation, either under the common seal, or under the hand of an officer or
attorney so authorised. No person shall act as a proxy unless either he is entitled
on his own behalf to be present and vote at the meeting at which he acts as
proxy, or he has been appointed to act at that meeting as proxy for a corporation.
66. The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy of that
power or authority shall be deposited at the registered office of the company
not less than forty-eight hours before the time for holding the meeting at which
the person named in the instrument proposes to vote, and in default the instrument
of proxy shall not be treated as valid.
67. An instrument appointing a proxy may be in the following form, or in
any other form which the directors shall approve-
Company, Limited.
“I of in the district of
being a member of the Company, Limited.
hereby appoint of as my
proxy to vote for me and on my behalf at the [ordinary or extraordinary
as the case may be] general meeting of the company to be held on the
day of
and at any adjournment thereof.
Signed this day of .”
Directors.
68. The number of the directors and the names of the first directors shall be
determined in writing by a majority of the subscribers of the memorandum of
association.
69. The remuneration of the directors shall from time to time be determined
by the company in general meeting.
70. The qualification of a director shall be the holding of at least one share
in the company, and it shall be his duty to comply with the provisions of section
75 of the Companies Act.
Powers and Duties of Directors
71. The business of the company shall be managed by the directors, who
may pay all expenses incurred in getting up and registering the company, and
may exercise all such powers of the company as are not, by the Companies
Act, or any statutory modification thereof for the time being in force, or by
these articles, required to be exercised by the company in general meeting,
subject nevertheless to any regulation of these articles, to the provisions of the
said Act, and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the company in general
meeting; but no regulation made by the company in general meeting shall
invalidate any prior act of the directors which would have been valid if that
regulation had not been made.
72. The directors may from time to time appoint one or more of their
body to the office of managing director or manager for such term, and at such
remuneration (whether by way of salary, or commission, or participation in
profits, or partly in one way and partly in another) as they may think fit, and a
director so appointed shall not, while holding that office, be subject to retirement
by rotation, or taken into account in determining the rotation of retirement of
directors; but his appointment shall be subject to determination ipso facto if
he ceases from any cause to be a director, or if the company in general meeting
resolve that his tenure of the office of managing director or manager be
determined.
73. The amount for the time being remaining undischarged of moneys
borrowed or raised by the directors for the purposes of the company (otherwise
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than by the issue of share capital) shall not at any time exceed the issued share
capital of the company without the sanction of the company in general meeting.
74. The directors shall duly comply with the provisions of the Companies
Act, or any statutory modification thereof for the time being in force, and in
particular with the provisions in regard to the registration of the particulars of
mortgages and charges affecting the property of the company, or created by it,
and to keeping a register of the directors, and to sending to the Registrar of
Companies an annual list of members, and a summary of particulars relating
thereto, and notice of any consolidation or increase of share capital, of conversion
of shares into stock, and copies of special resolutions, and a copy of the register
of directors and notifications of any changes therein.
75. The directors shall cause minutes to be made in books provided for the
purpose of-
(a) all appointments of officers made by the directors;
(b) the names of the directors present at each meeting of the
directors and of any committee of the directors;
(c) all resolutions and proceedings at all meetings of the company,
and of the directors, and of committees of directors,
and every director present at any meeting of directors or committee of directors
shall sign his name in a book to be kept for that purpose.
The Seal
76. The seal of the company shall not be affixed to any instrument except
by the authority of a resolution of the Board of Directors, and in the presence of
at least two directors and of the secretary or such other person as the directors
may appoint for the purpose; and those two directors and secretary or other
person as aforesaid shall sign every instrument to which the seal of the company
CAP. 250.
is so affixed in their presence.
Disqualifications of Directors
77. The office of director shall be vacated, if the director-
(a) ceases to be a director by virtue of section 75 of the Compa-
nies Act; or
(b) holds any other office of profit under the company except that
of managing director or manager; or
(c) becomes bankrupt; or
(d) is found lunatic or becomes of unsound mind; or
(e) is concerned or participates in the profits of any contract with
the company:
Provided, however, that no director shall vacate his office by reason
of his being a member of any company which has entered into contracts with
or done any work for the company of which he is director; but a director shall
not vote in respect of any such contract or work, and if he does so vote his
vote shall not be counted.
Rotation of Directors
78. At the first ordinary meeting of the company, the whole of the directors
shall retire from office, and at the ordinary meeting in every subsequent year
one-third of the directors for the time being, or, if their number is not three or
a multiple of three, then the number nearest to one-third, shall retire from
office.
79. The directors to retire in every year shall be those who have been
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longest in office since their last election, but as between persons who became
directors on the same day, those to retire shall, unless they otherwise agree
among themselves, be determined by lot.
80. A retiring director shall be eligible for re-election.
81. The company at the general meeting at which a director retires in manner
aforesaid may fill the vacated office by electing a person thereto.
82. If at any meeting at which an election of directors ought to take place
the places of the vacating directors are not filled, the meeting shall stand adjourned
till the same day in the next week at the same time and place, and, if at the
adjourned meeting the places of the vacating directors are not filled, the vacating
directors, or such of them as have not had their places filled, shall be deemed to
have been re-elected at the adjourned meeting.
83. The company may from time to time in general meeting increase or reduce
the number of directors, and may also determine in what rotation the increase
or reduced number is to go out of office.
84. Any casual vacancy occurring in the board of directors may be filled up
by the directors, but the person so chosen shall be subject to retirement at the
same time as if he had become a director on the day on which the director in
whose place he is appointed was last elected a director.
85. The directors shall have power at any time, and from time to time, to
appoint a person as an additional director who shall retire from office at the
next following ordinary general meeting, but shall be eligible for election by the
company at that meeting as an additional director.
86. The company may by extraordinary resolution remove any director
before the expiration of his period of office, and may by an ordinary resolution
appoint another person in his stead; the person so appointed shall be subject to
retirement at the same time as if he had become a director on the day on which
the director in whose place he is appointed was last elected a director.
Proceedings of Directors
87. The directors may meet together for the despatch of business, adjourn,
and otherwise regulate their meetings, as they think fit. Questions arising at any
meeting shall be decided by a majority of votes. In case of an equality of
votes, the chairman shall have a second or casting vote. A director may, and
the secretary on the requisition of a director shall, at any time summon a meeting
of the directors.
88. The quorum necessary for the transaction of the business of the directors
may be fixed by the directors, and unless so fixed shall (when the number of
directors exceeds three) be three.
89. The continuing directors may act notwithstanding any vacancy in their
body, but, if and so long as their number is reduced below the number fixed by
or pursuant to the regulations of the company as the necessary quorum of
directors, the continuing directors may act for the purpose of increasing the
number of directors to that number, or of summoning a general meeting of the
company, but for no other purpose.
90. The directors may elect a chairman of their meetings and determine
the period for which he is to hold office; but, if no such chairman is elected, or
if at any meeting the chairman is not present within five minutes after the time
appointed for holding the same, the directors present may choose one of their
number to be chairman of the meeting.
91. The directors may delegate any of their powers to committees consisting
of such member or members of their body as they think fit; any committee so
formed shall in the exercise of the powers so delegated conform to any
regulations that may be imposed on them by the directors.
92. A committee may elect a chairman of its meetings; if no such chairman
is elected, or if at any meeting the chairman is not present within five minutes
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after the time appointed for holding the same, the members present may choose
one of their number to be chairman of the meeting.
93. A committee may meet and adjourn as they think proper. Questions
arising at any meeting shall be determined by a majority of votes of the members
present, and in case of an equality of votes the chairman shall have a second or
casting vote.
94. All acts done by any meeting of the directors or of a committee of
directors, or by any person acting as a director shall, notwithstanding that it be
afterwards discovered that there was some defect in the appointment of any
such directors or persons acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a director.
Dividends and Reserve
95. The company in general meeting may declare dividends, but no dividend
shall exceed the amount recommended by the directors.
96. The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of the company.
97. No dividend shall be paid otherwise than out of profits.
98. Subject to the rights of persons, if any, entitled to shares with special
rights as to dividends, all dividends shall be declared and paid according to the
amounts paid on the shares, but if and so long as nothing is paid up on any of
the shares in the company, dividends may be declared and paid according to
the amounts of the shares. No amount paid on a share in advance of calls shall,
while carrying interest, be treated for the purposes of this article as paid on the
share.
99. The directors may, before recommending any dividend, set aside out
of the profits of the company such sums as they think fit and proper as a
reserve or reserves which shall, at the discretion of the directors, be applicable
for meeting contingencies, or for equalising dividends, or for any other purpose
to which the profits of the company may be properly applied, and pending
such application may, at the like discretion, either be employed in the business
of the company or be invested in such investments (other than shares of the
company) as the directors may from time to time think fit.
100. If several persons are registered as joint holders of any share, any one
of them may give effectual receipts for any dividend payable on the share.
101. Notice of any dividend that may have been declared shall be given in
manner hereinafter mentioned to the persons entitled to share therein.
102. No dividend shall bear interest against the company.
Accounts
103. The directors shall cause true accounts to be kept with respect to-
(a) all sums of money received and expended by the company
and the matter in respect of which such receipts and expendi-
ture takes place; and
(b) the assets and liabilities of the company.
104. The books of account shall be kept at the registered office of the
company, or at such other place or places as the directors think fit, and shall
always be open to the inspection of the directors.
105. The directors shall from time to time determine whether and to what
extent and at what times and places and under what conditions or regulations
the accounts and books of the company or any of them shall be open to the
inspection of members not being directors, and no member (not being a
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director) shall have any right of inspecting any account or book or document of
the company, except as conferred by law or authorised by the directors or by
the company in general meeting.
106. Once at least in every year, the directors shall lay before the company
in general meeting a profit and loss account for the period since the preceding
account or (in the case of the first account) since the incorporation of the
company, made up to a date not more than six months before such meeting.
107. A balance sheet shall be made out in every year and laid before the
company in general meeting, made up to a date not more than six months before
such meeting. The balance sheet shall be accompanied by a report of the
directors as to the state of the company’s affairs, and the amount which they
recommend to be paid by way of dividend, and the amount, if any, which they
propose to carry to a reserve fund.
108. A copy of the balance sheet and report shall, seven days previously to
the meeting, be sent to the persons entitled to receive notices of general meetings
in the manner in which notices are to be given hereunder.
Audit
109. Auditors shall be appointed and their duties regulated in accordance
with sections 113 and 114 of the Companies Act, or any statutory modification
thereof for the time being in force.
Notices
110.-(1) A notice may be given by the company to any member either personally
or by sending it by post to him to his registered address, or (if he has no registered
address in Belize) to the address, if any, within Belize supplied by him to the
company for the giving of notices to him.
(2) Where a notice is sent by post, service of the notice shall be
CAP. 250.
deemed to be effected by properly addressing, prepaying, and posting a letter
containing the notice, and unless the contrary is proved, to have been effected
at the time at which the letter would be delivered in the ordinary course of
post.
111. If a member has no registered address in Belize and has not supplied
to the company an address within Belize for the giving of notices to him, a
notice addressed to him and advertised in a newspaper circulating in the
neighbourhood of the registered office of the company, shall be deemed to be
duly given to him on the day on which the advertisement appears.
112. A notice may be given by the company to the joint holders of a share
by giving notice to the joint holder named first in the register in respect of the
share.
113. A notice may be given by the company to the persons entitled to a
share in consequence of the death or bankruptcy of a member by sending it
through the post in a prepaid letter addressed to them by name, or by the title
of representatives of the deceased, or trustee of the bankrupt, or by any like
description, at the address, if any, in Belize supplied for the purpose by the
persons claiming to be so entitled, or (until such an address has been so supplied)
by giving the notice in any manner in which the same might have been given if
the death or bankruptcy had not occurred.
114.-(1) Notice of every general meeting shall be given in some manner
hereinbefore authorised to-
(a) every member of the company (including bearers of share
warrants) except those members who (having no registered
address within Belize) have not supplied to the company an
address within Belize for the giving of notices to them, and
(b) every person entitled to a share in consequence of the death
or bankruptcy of a member, who, but for his death or bank-
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ruptcy,
would be entitled to receive notice of the meeting.
(2) No other persons shall be entitled to receive notices of general
meetings.
TABLE B
[Section 222]
Table of Fees to be Paid to the Registrar of Companies
1. By a Company having a Share Capital
For registration of a company whose nominal share capital
does not exceed $10,000 ... ... ... ... $50.00
For registration of a company whose nominal share capital
exceeds $10,000 the following fees, regulated according to
the amount of nominal share capital (that is to say)-
For every $5,000 of nominal share capital or part of
$5,000 up to $25,000 ... ... ... ... ... $25.00
For every $5,000 of nominal share capital or part of
$5,000 up to $25,000 ... ... ... ... ... $10.00
For registration of any increase of share capital made after the
first registration of the company, the same fees per $5,000
or part of $5,000, as would have been payable if the
increased share capital had formed part of the original share
capital at the time of registration.
For registration of any existing company, except such
companies as are by this Act exempted from pay-
27 of 1980.
ment of fee in respect of registration under this Act,
the same fee as is charged for registering a new company.
For registering any document by this Act required or
authorised to be registered, other than the memorandum or
the abstract required to be filed with the Registrar by a
receiver or manager or the statement required to be sent
to the Registrar by the liquidator in winding-up in Belize... ... $10.00
For making a record of any fact by this Act required or
authorised to be recorded by the Registrar other than a
return under section 27 ... ... ... ... $10.00
For making a record of a return under section 27 ... $10.00
I1. By a Company not having a Share Capital
For registration of a company whose number of members, as
stated in the articles, does not exceed 20 ... ... $50.00
For registration of a company whose number of members, as
stated in the articles, exceeds 20 but does not exceed 100... $125.00
For registration of a company whose number of members, as
stated in the articles, exceeds 100 but is not stated to be
unlimited, the above fee of $125.00, with additional
$10.00 for every 50 members or part of such number after
the first hundred.
For registration of a company in which the number of members
is stated in the articles to be unlimited ... ... ... $500.00
For registration of any increase on the number of members
made after the registration of the company in respect of every
27 of 1980.
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
205
50 members or part of such number, of that increase: ... ... $10.00
Provided that no company shall be liable to pay a greater fee
than $500 in respect of its number of members, taking into
account the fee paid on the first registration of the company.
For the registration of any existing company, except such
companies as are by this Act exempted from payment
of fees in respect of registration under this Act, the same
fee as is charged for registering a new company.
For registering any document by this Act required or
authorise to be registered, other than the memorandum or
the abstract required to be filed with the Registrar by a
receiver or manager or the statement required to be sent to
the Registrar by the liquidator in winding-up in Belize ... ... $10.00
For making a record of any fact by this Act required or author-
ised to be recorded by the Registrar. ... ... ... ... $10.00
_______________
Form C
[Section 109]
Form of Statement to be published by Banking and Insurance
Companies, Deposit, Provident, or Benefit Societies
*The share capital of the company is , divided into
shares of each.
The number of shares issued is
Calls to the amount of dollars per share have been
made, under which the sum of dollars has been received.
The liabilities of the company on the first day of January (or July) were- Debts
owing to sundry persons by the company.
On Judgment, $
On specialty, $
On notes or bills, $
On simple contracts, $
On estimated liabilities, $
The assets of the company on that day were-
Government securities (stating them)
Bills of exchange and promissory notes, $
Cash at the bankers, $
Other securities, $
_____________
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
207
SECOND SCHEDULE
[Section 84]
Statement in Lieu of Prospectus
filed by
Limited,
pursuant to section 84 of the Companies Act.
Presented for filing by
The nominal share capital of the company... $
Divided into ... ... ... ... ... Shares of $ each
Shares of $ each
Shares of $ each
Names, descriptions and addresses
of directors or proposed directors.
Minimum subscriptions (if any) fixed by the
memorandum or articles of association
on which the company may proceed to
allotment.
Number and amount of shares and deben-
tures agreed to be issued as fully or
partly paid up otherwise than in cash.
The consideration for the intended issue of
those shares and debentures.
Names and addresses of (a) vendors of
property purchased or acquired, or
proposed to be (b) purchased or
CAP. 250.
1. shares of $ fully paid. 2. shares upon which $ per share credited as paid. 3. debenture $ 4. Consideration.
(a) For
definition of
vendor, see
section 83 (2)
of the Compa-
nies Act.
acquired by the company.
Amount (in cash, shares, or debentures)
payable to each separate vendor.
Amount (if any) paid or payable (in cash or
shares or debentures) for any such
property, specifying amount (if any)
paid or payable for goodwill ... ... ...
Amount (if any) paid or payable as com- Amount paid.
mission for subscribing or agreeing to Amount payable.
subscribe or procuring or agreeing to
procure subscription for any shares or
debentures in the company, or
Rate of the commission ... ... ... ... Rate per cent.
Estimated amount of preliminary expenses $
Amount paid or intended to be paid to any Name of promoter;
promoter. Amount $
Consideration for the payment. Consideration-
Dates of, and parties to, every material con-
tract (other than contracts entered into
in the ordinary course of the business
intended to be carried on by the
company or entered into more than
two years before the filing of this
statement).
Time and place at which the contracts or
(b) See section
83 (3) of the
Companies Act.
Total purchase price $
Cash ... .... .... $
Shares ... .... ... $
Debenture ... ... $
Goodwill ... ... $
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
209
copies thereof may be inspected.
Name and addresses of the auditors of the
company (if any).
Full particulars of the nature and extent of
the interest of every director in the
promotion of, or in the property pro-
posed to be acquired by the company,
or, where the interest of such a director
consists in being a partner in a firm, the
nature and extent of the interest of the
firm, with a statement of all sums paid
to him or to the firm in cash or shares,
or otherwise, by any person either to in-
duce him to become, or to qualify him
as, a director, or otherwise for services
rendered by him or by the firm in con-
nection with the promotion or for-
mation of the company.
Whether the articles contain any provisions Nature of the provisions.
precluding holders of shares or deb-
entures receiving and inspecting balance
sheets or reports of the auditors or other
reports.
Signatures of the persons above-named as
directors or proposed directors, or of
their agents authorised in writing.
...........................................
...........................................
...........................................
THIRD SCHEDULE
[Section 119]
Form A
Memorandum of Association of a Company Limited by Shares
1st. The name of the company is “The Central American Steam Packet
Company, Limited”.
2nd. The registered office of the company will be situate in Belize.
3rd. The objects for which the company is established are “the conveyance of
passengers and goods in ships or boats between such places as the company
may from time to time determine, and the doing all such other things as are
incidental or conducive to the attainment of the above object”.
4th. The liability of the members is limited.
5th. The share capital of the company is one million dollars, divided into one
thousand shares of one thousand dollars each.
We, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this
memorandum of association, and we respectively agree to take the
number of shares in the capital of the company set opposite our
respective names.
Names, Addresses and Descriptions
of Subscribers
Number of
Shares taken
by each
Subscriber
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
211
“1. John Jones of merchant 200
“2. John Smith of ... 25
“3. Thomas Green of ... 30
“4. John Thompson of ... 40
“5. Caleb White of ... 15
“6. Andrew Brown of ... 5
“7. Caesar White of ... 10
Total shares taken ... 325
Dated the day of , 20 .
Witness to the above signatures,
A. B., No. 13, Regent Street, Belize City, Belize.
Form B
Memorandum and Articles of Association of a Company Limited by Guarantee,
and not having a Share Capital
Memorandum of Association
1st. The name of the company is “The Belize Marine Association Limited”.
2nd. The registered office of the company will be situate in Belize.
3rd. The objects for which the company is established are “the mutual insurance
of ships belonging to members of the company, and the doing
all such other things as are incidental or conducive to the attainment of the
above object”.
4th. The liability of the members is limited.
5th. Every member of the company undertakes to contribute to the assets of
the company in the event of its being wound-up while he is a member, or within
one year afterwards, for payment of the debts and liabilities of the company
contracted before he ceases to be a member, and the costs, charges, and
expenses of winding-up, and for the adjustment of the rights of the contributories
among themselves, such amount as may be required not exceeding fifty dollars.
We, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this
memorandum of association.
Names, Addresses and Descriptions of Subscribers
“1. John Jones of merchant.
“2. John Smith of
“3. Thomas Green of
“4. John Thompson of
“5. Caleb White of
“6. Andrew Brown of
“7. Caesar White of
Dated the day of ,20 .
Witness to the above signatures,
A. B., No. 13, Regent Street, Belize City, Belize.
_____________
Articles of Association to accompany Preceding
Memorandum of Association
Number of Members
1. The company, for the purpose of registration, is declared to consist of
five hundred members.
2. The directors hereinafter mentioned may, whenever the business of
the association requires it, register an increase of members.
in the district of
in the district of
in the district of
in the district of
in the district of
in the district of
in the district of
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
213
Definition of Members
3. Every person shall be deemed to have agreed to become a member of
the company who insures any ship or share in a ship in pursuance of the
regulations hereinafter contained.
General Meetings
4. The first general meeting shall be held at such time, not being less than
one month nor more than three months after the incorporation of the company,
and at such place as the directors may determine.
5. A general meeting shall be held once in every year at such time (not
being more than fifteen months after the holding of the last preceding general
meeting) and places as may be prescribed by the company in general meeting,
or, in default, at such time in the month following that in which the anniversary of
the company’s incorporation occurs, and at such place as the directors shall
appoint. In default of a general meeting being so held, a general meeting shall be
held in the month next following, and may be convened by any two members in
the same manner as nearly as possible as that in which meetings are to be
convened by the directors.
6. The above-mentioned general meetings shall be called ordinary
meetings; all other general meetings shall be called extraordinary.
7. The directors may, whenever they think fit, and shall on a requisition
made in writing by any five or more members, convene an extraordinary general
meeting.
8. Any requisition made by the members must state the object of the
meeting proposed to be called, and must be signed by the requisitionists and
deposited at the registered office of the company.
9. On receipt of the requisition, the directors shall forthwith proceed to
convene a general meeting; if they do not proceed to cause a meeting to be
held within twenty-one days from the date of the requisition being so deposited,
the requisitionists or any other five members, may themselves convene a
meeting.
Proceedings at General Meetings
10. Seven days’ notice at the least, specifying the place, the day, and the
hour of meeting, and in case of special business the general nature of the
business, shall be given to the members in manner hereinafter mentioned, or in
such other manner, if any, as may be prescribed by the company in general
meeting; but the non-receipt of such a notice by any member shall not invalidate
the proceedings at any general meeting.
11. All business shall be deemed special that is transacted at an
extraordinary meeting, and all that is transacted at an ordinary meeting, with
the exception of the consideration of the accounts, balance sheets, and the
ordinary report of the directors and auditors, the election of directors and
other officers in the place of those retiring by rotation, and the fixing of the
remuneration of the auditors.
12. No business shall be transacted at any meeting except the declaration
of a dividend, unless a quorum of members is present at the commencement of
the business. The quorum shall be ascertained as follows (that is to say), if the
members of the company at the time of the meeting do not exceed ten in
number, the quorum shall be five; if they exceed ten there shall be added to the
above quorum one for every five additional members up to fifty, and one for
every ten additional members after fifty; with this limitation, that no quorum
shall in any case exceed thirty.
13. If within one hour from the time appointed for the meeting a quorum of
members is not present, the meeting, if convened on the requisition of the
members, shall be dissolved; in any other case it shall stand adjourned to the
same day in the following week at the same time and place; and if at such
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
215
adjourned meeting a quorum of members is not present, it shall be adjourned
sine die.
14. The chairman (if any) of the directors shall preside as chairman at every
general meeting of the company.
15. If there is no such chairman, or if at any meeting he is not present at the
time of holding the same, the members present shall choose some one of their
number to be chairman of that meeting.
16. The chairman may, with the consent of the meeting, adjourn the meeting
from time to time and from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
17. At any general meeting, unless a poll is demanded by at least three
members, a declaration by the chairman that a resolution has been carried and
an entry to that effect in the book of proceedings of the company, shall be
conclusive evidence of the fact, without proof of the number or proportion of
the votes recorded in favour of or against the resolution.
18. If a poll is demanded in manner aforesaid, the same shall be taken in
such manner as the chairman directs, and the result of the poll shall be deemed
to be the resolution of the meeting at which the poll was demanded.
Votes of Members
19. Every member shall have one vote and no more.
20. If any member is a lunatic or idiot, he may vote by his committee,
curator bonis, or other legal curator.
21. No member shall be entitled to vote at any meeting unless all moneys
due from him to the company have been paid.
22. On a poll, votes may be given either personally or by proxy. A proxy
shall be appointed in writing under the hand of the appointor, or if such appointor
is a corporation, under its common seal.
23. No person shall act as a proxy unless he is a member, or unless he is
appointed to act at the meeting as proxy for a corporation. The instrument
appointing him shall be deposited at the registered office of the company not
less than forty-eight hours before the time of holding the meeting at which he
proposes to vote.
24. Any instrument appointing a proxy shall be in the following form-
Company, Limited.
of in the District of
being a member of the Company, Limited, hereby
appoint of as my proxy, to vote for me
and on my behalf at the [ordinary or extraordinary, as the case may be]
general meeting of the company to be held on the
day of and at any adjournment thereof.
Signed this day of
Directors.
25. The number of the directors, and the names of the first directors, shall
be determined by the subscribers of the memorandum of association.
26. Until directors are appointed, the subscribers of the memorandum of
association shall for all the purposes of the Companies Act, be deemed to be
directors.
Powers of Directors
27. The business of the company shall be managed by the directors, who
CAP. 250.
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
217
may exercise all such powers of the company as are not by the Companies Act,
or by any statutory modification thereof for the time being in force, or by these
articles, required to be exercised by the company in general meeting; but no
regulation made by the company in general meeting shall invalidate any prior
act of the directors which would have been valid if that regulation had not been
made.
Election of Directors
28. The directors shall be elected annually by the company in general
meeting.
Business of Company
[Here insert Rules as to Mode in which Business of Insurance is to be
conducted.]
Audit
29. Auditors shall be appointed and their duties regulated in accordance
with sections 113 and 114 of Chapter 250, or any statutory modification thereof
for the time being in force, and for this purpose the said sections shall have
effect as if the word “members” were substituted for “shareholders,” and as if
“first general meeting” were substituted for “statutory meeting”.
Notices
30. A notice may be given by the company to any member either personally,
or by sending it by post to him to his registered address.
31. Where a notice is sent by post, service of the notice shall be deemed to
be effected by properly addressing, prepaying, and posting a letter containing
the notice, and unless the contrary is proved, to have been effected at the time
at which the letter would be delivered in the ordinary course of post.
CAP. 250.
Names, Addresses and Descriptions of Subscribers
“1. John Jones, of in the district of merchant.
“2. John Smith, of in the district of
“3. Thomas Green, of in the district of
“4. John Thompson, of in the district of
“5. Caleb White, of in the district of
“6. Andrew Brown, of in the district of
“7. Caesar White, of in the district of
Dated the day of 20 .
Witness to the above signatures,
A. B., No. 13, Regent Street, Belize City, Belize.
______________
Form C
Memorandum and Articles of Association of a Company Limited by
Guarantee, and Having a Share Capital
Memorandum of Association
1st. The name of the company is “The Corozal Hotel Company, Limited”.
2nd. The registered office of the company will be situate in Belize.
3rd. The objects for which the company is established are “the facilitating
travelling in Belize, by providing hotels and conveyances by sea and by land
for the accommodation of travellers, and the doing of all such other things as
are incidental or conducive to the attainment of the above object”.
4th. The liability of the members is limited.
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
219
5th.. Every member of the company undertakes to contribute to the assets of
the company in the event of its being wound-up while he is a member, or within
one year afterwards, for payment of the debts and liabilities of the company,
contracted before he ceases to be a member, and the costs, charges, and
expenses of winding-up the same and for the adjustment of the rights of the
contributories amongst themselves, such amount as may be required, not
exceeding one hundred dollars.
6th. The share capital of the company shall consist of five hundred thousand
dollars, divided into five thousand shares of one hundred dollars each.
We, the several persons whose names and addresses are subscribed, are
desirous of being formed into a company, in pursuance of this
memorandum of association, and we respectively agree to take the
number of shares in the capital of the company set opposite our respective
names.
Names, Addresses and Descriptions
of Subscribers
“1. John Jones of in the district of merchant 200
“2. John Smith of in the district of ... 25
“3. Thomas Green of in the district of ... 30
“4. John Thompson of in the district of ... 40
“5. Caleb White of in the district of ... 15
“6. Andrew Brown of in the district of ... 5
“7. Caesar White of in the district of ... 10
Total shares taken ... 325
Dated the day of 20 .
Witness to the above signatures,
Number of
Shares taken
by each
Subscriber
A. B., No. 13, Regent Street, Belize City, Belize.
_____________
Articles of Association to accompany the Preceding
Memorandum of Association
1. The directors may, with the sanction of the company in general meeting,
reduce the amount of shares in the company.
2. The directors may, with the sanction of the company in general meeting,
cancel any shares belonging to the company.
3. All the articles of Table A of the Companies Act, shall be deemed to
be incorporated with these articles and to apply to the company.
Names, Addresses and Descriptions of Subscribers
“1. John Jones, of in the district of merchant.
“2. John smith, of in the district of
“3. Thomas Green, of in the district of
“4. John Thompson, of in the district of
“5. Caleb White, of in the district of
“6. Andrew Brown, of in the district of
“7. Caesar White, of in the district of
Dated the day of 20 .
Witness to the above signatures,
A. B., No. 13, Regent Street, Belize City, Belize.
______________
CAP. 250.
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
221
FORM D
Memorandum and Articles of Association of an Unlimited Company
Having a Share Capital
Memorandum of Association
1st. The name of the company is “The Patent Stereotype Company”.
2nd. The registered office of the company will be situate in Belize.
3rd. The objects for which the company is established are “the working of a
patent method of founding and casting stereotype plates, for which method
John Smith, of Belize, is the sole patentee”.
We, the several persons whose names are subscribed, are desirous of being
formed into a company, in pursuance of this memorandum of association, and
we respectively agree to take the number of shares in the capital of the company
set opposite our respective names.
Number of
Names, Addresses and Descriptions Shares taken
of Subscribers . by each
Subscriber
“1. John Jones of in the district of merchant 3
“2. John Smith of in the district of ... 2
“3. Thomas Green of in the district of ... 1
“4. John Thompson of in the district of ... 2
“5. Caleb White of in the district of ... 2
“6. Andrew Brown of in the district of ... 1
“7. Abel Brown of in the district of ... 1
Total shares taken ... 12
Dated the day of 20 .
Witness to the above signatures,
A. B., Front Street, Belize City, Belize.
______________
Articles of Association to accompany the Preceding
Memorandum of Association
1. The share capital of the company is ten thousand dollars, divided into
twenty shares of five hundred dollars each.
2. All the Articles of Table A of the Companies Act, shall be deemed to
be incorporated with these articles, and to apply to the company.
Names, Addresses and Descriptions of Subscribers
“1. John Jones, of in the district of merchant.
“2. John Smith, of in the district of
“3. Thomas Green, of in the district of
“4. John Thompson, of in the district of
“5. Caleb White, of in the district of
“6. Andrew Brown, of in the district of
“7. Abel Brown, of in the district of
Dated the day of 20 .
Witness to the above signatures,
A. B., Front Street, Belize City, Belize.
CAP. 250.
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
223
Form E
As required by Part II of this Act
Summary of Share Capital and Shares of the Company,
Limited, made up to the day of
20 . (being the fourteenth day after the date of the first ordinary
general meeting in 20 ).
Nominal share capital $ divided into1 ... shares of $ each
shares of $ each
Total number of shares taken up1 to the day of ...
20 (which number must agree with the total
shown in the list as held by existing members).
Number of shares issued subject to payment wholly
in cash ... ... ... ... ...
Number of shares issued as fully paid up otherwise
than in cash ... ... ... ... ...
Number of shares issued as partly paid up to the
extent of per share otherwise than in cash
2There has been called up on each of shares, $
There has been called up on each of shares, $ 2There has been called up on each of shares, $
1 When there are shares of different kinds of amounts (e.g. preference shares and
ordinary shares, or $50 or $25) state the numbers and nominal values separately. 2 Where various amounts have been called or there are shares of different kinds, state
them separately.
}
} }
}
}
3Total amount of calls received, including payments
on application and allotment ... ... ...
Total amount (if any) agreed to be considered as
paid on shares which have been issued
as fully paid up otherwise than in cash ...
Total amount (if any) agreed to be considered as
paid on shares which have been issued
as partly paid up to the extent of per share
Total amount of calls unpaid ... ... ... $
Total amount (if any) of sums paid by way of com-
mission in respect of shares or debentures or
allowed by way of discount since date of last
summary ... ... ... ... ...
Total amount (if any) paid on4 shares forfeited $
Total amount of shares and stock for which share
warrants are outstanding ... ... ...
Total amount of share warrants issued and sur-
rendered respectively since date of last
summary ... ... ... ...
Number of shares or amount of stock comprised in
each share warrant ... ... ... ...
3 Include what has been received on forfeited as well as on existing shares. 4 State the aggregate number of shares forfeited, if any.
$
} $
}
}$
$}
} $
}
} $
$
,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
225
Total amount of debt due from the company in
respect of all mortgages and charges which are
required to be registered with the Registrar
of Companies ... ... ... ...
Statement in the form of a balance sheet made up to the day of
20 , containing the particulars of the capital, liabilities and assets of the
company.
The Return must be signed at the end by the manager or secretary of
the company. Presented for filing by
List of persons holding shares in the Company,
Limited, on the day of 20, .
and of persons who have held shares therein at any time since the date of
the last return, showing their names and addresses and an account of the
shares so held.
}
Names and Addresses of the persons who are the Directors of the
Limited, on the day of , 20 .
Names Addresses
NOTE- Banking companies must add a list of all their places of business.
(Signature)
(State whether Manager or Secretary)
______________
† The aggregate number of shares held, and not the distinctive numbers, must be stated, and in
the column must be added up throughout so as to make one total to agree with that stated in the
summary to have been taken up.
‡ When the shares are of different classes these column may be subdivided so that the number
of each class held or transferred may be shown separately.
§ The date of registration of each transfer should be given as well as the number of shares
transferred on each date. The particulars should be placed opposite the name of the transferor
and not opposite that of the transferee, but the name of the transferee may be inserted in the
“Remarks”column immediately opposite the particulars of each transfer.
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,
No. 1 Power Lane,
Belmopan, by the authority of
the Government of Belize.
Companies [CAP. 250
[ ]
227
Form F
[Section 20]
Licence to Hold Lands
The Minister hereby licences the
to hold the lands hereunder described (insert description of lands) [or to hold
lands not exceeding in the whole acres].
The conditions of this licence are [insert conditions, if any].
________________
FOURTH SCHEDULE
[Section 256]
Provisions Referred to in Section 256 of the Act
Provisions relating to-
The conclusiveness of certificates of incorporation...................................
Restrictions on appointments or advertisement of directors.......................
Restrictions on commencement of business..............................................
Returns as to allotments...........................................................................
Statutory meetings...................................................................................
The particulars as to directors and mortgage debt and the statement..............
in the form of a balance sheet in the annual summary
The appointment and remuneration, and powers and duties of auditors..........
Obligations of companies where no prospectus is issued............................
Registration of mortgages and charges in England and Ireland. .....................
Filing of accounts of receiver and manager.................................................
Notice by liquidator in voluntary winding-up of his appointment...................
Rights of creditors in a voluntary winding-up; and.........................................
Requirements as to companies established outside Belize ...... . . . . . . . . . .
. .
40 of 1963.
s. 17
s. 74
s. 89
s. 90
s. 67
s. 27
s. 113, 114
s. 84
s. 95
s. 97
s. 180
s. 181
s. 250
