BELIZE INTERNATIONAL BUSINESS COMPANIES ACT
CHAPTER 270
PART XIII
General
131.-(1) The Minister shall appoint a person to be Registrar of International Business Companies.
(2)The Registrar may, with the approval of the Minister, appoint one or more persons to be Deputy Registrar of International Business Companies.
(3)The Minister may make regulations with respect to the duties to be performed by the Registrar under this Act and in so doing may prescribe the place or places where the office for the registration of International Business Companies is located.
132.-(1) A company incorporated under this Act may elect to submit for registration by the Registrar certified copies of any of the following registers:-
(a) its share register;
(b) its register of directors; or
(c) its register of mortgages and charges.
(2)A company that has elected to submit for registration a copy of a register shall, until it otherwise notifies the Registrar pursuant to subsection (3), submit for registration any changes in a register by submitting for registration a copy of the register containing the changes.
(3) A company that submits for registration a copy of a register with the Registrar may elect to cease registration of changes in the register by so informing the Registrar in writing.
(4) If a company elects to submit for registration any register pursuant to subsection (1), then, until such time as the company informs the Registrar pursuant to subsection (3) that it elects to cease to register changes in any register, the company is bound by the contents of each copy register submitted to the Registrar, which shall be prima facie evidence of its contents.
133. A company incorporated under this Act may submit to the Registrar for registration-(a) any document or copy of a document creating a mortgage, charge or other encumbrance over some or all of its assets;
(b) any document or copy of a document amending any document referred to in paragraph (a); and
(c) any document releasing or discharging a mortgage, charge or other encumbrance over any or all of its assets,
and the Registrar shall retain and register the document or, as the case may be, the copy thereof.
134.-(1) This section applies only to companies to which Part IX applies, and a company incorporated under this Act shall be deemed to be not resident in Belize for the purposes of the Exchange Control Regulations 1976.
(2) The expression “body corporate” in Regulation 28 thereof shall exclude any company comprised in a PIC Group.
(3)Part III of the said Regulations shall not apply to securities issued by a company incorporated under this Act or by a company comprised in a PIC Group.
(4)For the purposes of this section, a company which becomes a company comprised in a PIC Group by reason of any transaction shall be deemed to be a company comprised in a PIC Group immediately prior to and during the course of such transaction.
135. Any certificate or other document required to be issued by the Registrar under this Act shall be in such form as the Minister may approve.
136.-(1) The Registrar shall, upon request by any person, issue a certificate of good standing under his hand and seal certifying that a company incorporated under this Act is of good standing if the Registrar is satisfied that-(a) the name of the company is on the Register; and (b) the company has paid all fees, licence fees and penalties due and payable.
(2) The certificate of good standing issued under subsection (1) must contain a statement as to whether:-(a) the company has submitted to the Registrar articles of merger or consolidation that have not yet become effective;
(b) the company has submitted to the Registrar articles of arrangement that have not yet become effective;
(c) the company is in the process of being wound up and dissolved; or
(d) any proceedings to strike the name of the company off the Register have been instituted.
137.-(1) Except as provided in subsection (2) of section 93, a person may:-(a) inspect the documents kept by the Registrar pursuant to this Act; and
(b) require a certificate of incorporation, merger, consolidation, arrangement, continuation, dissolution or good standing of a company incorporated under this Act, or a copy or an extract of any document or any part of a document, of which he has custody, to be certified by the Registrar; and a certificate of incorporation, merger, consolidation, arrangement, continuation, dissolution or good standing or a certified copy or extract is prima facie evidence of the matters contained therein.
(2) A document or a copy or an extract of any document or any part of a document certified by the Registrar under subsection (1) is admissible in evidence in any proceedings as if it were the original document.
138. Any document required or desired to be filed or registered with the Registrar under any provision of this Act may be filed or registered in any language other than the English language, provided that it is accompanied by a certified English translation, and every such English translation shall be treated as the authoritative text.
139. A company incorporated under this Act shall not be a resident of Belize for the purposes of any order made pursuant to section 50 of the Income and Business Tax Act.
140. For the purposes of determining matters relating to title and jurisdiction but not for purposes of taxation, the situs of the ownership of shares, debt obligations or other securities of a company incorporated under this Act is in Belize.
141.-(1) A company incorporated under this Act may, without the necessity of joining any other party, apply to the court, by summons supported by an affidavit, for a declaration on any question of interpretation of this Act or of the Memorandum or Articles of the company.
(2) A person acting on a declaration made by the court as a result of an application under subsection (1) shall be deemed, in so far as regards the discharge of any fudiciary or professional duty, to have properly discharged his duties in the subject matter of the application.
142. A judge of the Supreme Court may exercise in chambers any jurisdiction that is vested in the court by this Act, and in the exercise of that jurisdiction, the judge may award costs as may be just.
143.-(1) Where a duty is imposed by this Act on any company incorporated under this Act, or on any director, secretary or officer thereof, then any such company, director, secretary or officer who commits a breach of such obligation commits an offence and shall, unless some other penalty is specifically provided, be liable on summary conviction to a fine not exceeding five thousand dollars, and if it is a continuing offence, to an additional fine of fifty dollars for every day such breach continues.
(2) Where at the commencement of this section1 a company incorporated under this Act other than an existing public investment company holds shares, debt obligations or other securities in a company incorporated under the Companies Act, or has any of its shares, debt obligations or other securities beneficially owned by any person or company resident in Belize, it may after such commencement continue to hold such shares, debt obligations or other securities or continue to allow its shares, debt obligations or other securities to be beneficially owned by persons or companies resident in Belize, but subject to the following conditions:-(a) it shall not acquire any more shares, debt obligations or other securities in a company incorporated under the Companies Act;
(b) it shall not issue any further of its shares, debt obligations or other securities to any person or company resident in Belize except to a registered agent in a nominee capacity; and
(c) it shall not enjoy any exemption from taxes or duties under section 130 of this Act.
144.-(1) The fees and penalties prescribed in this Act may from time to time be varied by the Minister by Order published in the Gazette.
(2) Any Order made under subsection (1) shall, as soon may be after the making thereof, be placed before the National Assembly and shall be subject to negative resolution.
1 This section was added by Act 14 of 1995.
145. The Minister may make regulations for the better carrying out of the provisions of this Act and for prescribing anything that needs to be prescribed.
