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BELIZE

INTERNATIONAL BUSINESS COMPANIES ACT

CHAPTER 270

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
INTERNATIONAL BUSINESS COMPANIES ACT                                      13

Amendments in force as at 31st December, 2000.

CHAPTER 270

INTERNATIONAL BUSINESS COMPANIES

ARRANGEMENT OF SECTIONS

PART I

Short Title and Interpretation

1.    Short title.

2.    Interpretation.

PA RT II

Constitution of Companies

3.    Incorporation

4.    Restrictions on incorporation.

5.    Requirements of International Business Companies.

6.    Effect of failure to satisfy requirements of section 5.

7.    Personal liability.

8.    Business objects or purposes.

9.    Powers.

10.   Validity of acts of company.

11.   Name.

12.   Memorandum.

13.   Articles.

14.   Registration.

15.   Certificate of incorporation.

16.   Amendment of Memorandum and Articles.

17.   Copies of Memorandum and Articles to members

PART III

Capital and Dividends

18.   Shares to be fully paid.

19.   Kind of consideration for Shares.

20.   Forfeiture of shares.

21.   Amount of consideration for shares.

22.   Fractional shares.

23.   Capital and surplus accounts.

24.   Authorised capital in several currencies.

25.   Dividend of shares.

26.   Increase or reduction of authorised capital.

27.   Division and combination of shares.

28.   Conversion of shares with par value into shares without par value and vice versa.

29.   Character of a share.

30.   Share certificates.

31.   Share register.

32.   Rectification of share register.

33.   Transfer of registered shares.

34.   Transfer of bearer shares.

35.   Seizure.

36.   Acquisition of own shares.

37.   Treasury shares disabled.

38.   Increase or reduction of capital.

39.   Dividends.

40.   Appreciation of assets.

41.   Mortgages and charges of shares.

PA RT IV

Registered Office and Agent

42.   Registered office.

43.   Registered agent.

44.   Change of registered office or registered agent.

45.   Register of registered agents.

46.   Penalty for contravention of sections 42 and 43.

PA RT V

Directors, Officers, Agents and Liquidators

47.   Management by directors.

48.   Election, term and removal of directors.

49.   Optional register of directors.

50.   Number of directors.

51.   Powers of directors.

52.   Emoluments of directors.

53.   Committees of directors.

54.   Meetings of directors.

55.   Notice of meetings of directors.

56.   Quorum for meetings of directors.

57.   Consents of directors.

58.   Alternates for directors.

59.   Officers and agents.

60.   Standard of care.

61.   Reliance on records and reports.

62.   Conflicts of interests.

63.   Indemnification

64.   Insurance.

PA RT VI

Protection of Members and Creditors

65.   Meetings of members.

66.   Notice of meetings of members.

67.   Quorum for meetings of members.

68.   Voting by members.

69.   Voting trusts.

70.   Consents of members.

71.   Service of notice on members.

72.   Service of process, etc., on company.

73.   Books, records and common seal.

74.   Inspection of books and records.

75.   Contracts generally.

76.   Contracts before incorporation.

77.   Contracts for payment or transfer.

78.   Optional register of mortgages and charges.

79.   Notes and bills of exchange.

80.   Power of attorney.

81.   Authentication or attestation.

82.   Company without members.

PART VII

Merger, Consolidation, Sale of Assets, Forced Redemptions, Arrangements and Dissenters

83.   Interpretation of words and phrases used in this Part.

84.   Merger and consolidation.

85.   Merger with subsidiary.

86.   Effect of merger or consolidation.

87.   Merger or consolidation with foreign company.

88.   Disposition of assets.

89.   Redemption of minority shares.

90.   Arrangements.

91.   Rights of dissenters.

PART VIII

Continuation

92.   Continuation.

93.   Provisional registration.

94.   Certificate of continuation.

95.   Effect of continuation.

96.   Continuation under foreign law.

PART IX

Winding-Up, Dissolution and Striking Off

97.   Compulsory winding-up and dissolution.

98.   Voluntary winding-up and dissolution.

99.   Powers of directors in a winding-up and dissolution.

100.  Duties of liquidator.

101.  Powers of liquidator.

102.  Procedure on winding-up and dissolution.

103.  Rescission of winding-up and dissolution.

104. Winding-up and dissolution of company unable to pay its claims, etc.

105.  Winding-up and dissolution by the court.

106.  Receivers and managers.

107.  Striking off.

108.  Restoration to register.

109.  Effect of striking off.

110.   Appointment of official liquidator.

111.   Dissolution of company struck off.

112.  Security for Registrarís costs.

PA RT X

Fees and Penalties

113.  Fees.

114.   Licence fees.

115.  Penalties to be paid to Registrar.

116.  Recovery of penalties, etc.

117.  Company struck off liable for fees, etc.

118.  Fees, etc., to be paid into Consolidated Revenue Fund.

119.  Fees payable to Registrar.

PA RT XI

Public Investment Companies

120.  Definitions and application.

121.  Procedure for registration as a public investment company.

122.  Further exemptions.

123.  Further provisions respecting public investment companies.

124.  PIC Group.

125.  Fiscal unity of a PIC Group.

126.  Employees.

127.  Exchange control.

128.  Register and certificate.

129.  Power to make amendments by regulation.

PART XII Exemptions from Tax

130.  Exemptions from tax, etc.

PART XIII

General

131.  Appointment of Registrar, etc., and regulations.

132.  Optional registration of registers.

133.  Optional registration of mortgages and charges.

134.  Exchange Control.

135.  Form of certificate.

136.  Certificate of good standing.

137.  Inspection of documents.

138.  Language in documents.

139.  Double taxation agreements.

140.  Jurisdiction.

141.  Declaration by court.

142.  Judge in Chambers.

143.  General penalty, savings and transitional provisions.

144.  Alteration of fees and penalties.

145.  Regulations in general.

PART XIV

Limited Duration Companies

146.  Interpretation of words used in this Part.

147.  Application for registration as a Limited Duration Company.

148.  Registration procedure.

149.  Maximum duration.

150.  Contents of the Articles of Association.

151.  Winding-up.

152.  Cancellation of registration.

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