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Cap. 250 Companies 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. Companies [CAP. 250 3 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. 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. 4 CAP. 250] Companies 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. 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 5 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. 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. 6 CAP. 250] Companies 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. 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 7 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. 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. 8 CAP. 250] Companies 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. 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 9 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. 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. 10 CAP. 250] Companies 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. 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 11 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. 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. 12 CAP. 250] Companies 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
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