BELIZE INTERNATIONAL BUSINESS COMPANIES ACT
CHAPTER 270
PA RT I V
Registered Office and Agent
42. A company incorporated under this Act shall at all times have a registered office in Belize.
43.-(1) A company incorporated under this Act shall at all times have a registered agent in Belize.
(2) No person shall act or hold himself out as a registered agent for international business companies unless he has obtained a licence from the International Financial Services Commission established under the International Financial Services Commission Act, and every person who contravenes this provision commits an offence and shall be liable to the penalties prescribed under that Act.
44.-(1) A company incorporated under this Act may, by a resolution of directors, amend its Memorandum to change the place of its registered office or to change its registered agent.
(2) A resolution made pursuant to subsection (1) above to change the registered agent shall become effective three working days after notice of such change has been sent by registered mail properly addressed to the registered agent being so removed.
45.-(1) The Registrar shall maintain a register of registered agents in which the following details shall be recorded:-(a) the name of the registered agent;
(b) the address of the registered agent;
(c) the names of the individuals authorised to sign on behalf of any firm or corporation that is a registered agent; and
(d) in a case where a registered agent ceases to be a registered agent, the date on which the registered agent ceased to be a registered agent.
(2) The Registrar shall, during the month of January in each year, publish in the Gazette a list of registered agents as appeared on the register of registered agents on 31st December in the preceding year.
(3)Any change in the details kept by the Registrar in the register of registered agents pursuant to subsection (1) shall be notified immediately by the registered agent to the Registrar, and, upon payment of such fee as may be prescribed by the Minister, the Registrar shall record the change in the register of registered agents.
(4) Where the registered agent of a company desires to cease to act as registered agent and the registered agent is unable to reach an agreement with the company for which he is registered agent concerning his replacement, the following provisions shall apply:-(a) the registered agent shall give not less than 90 days written notice to any director or officer of the company of which he is the registered agent at the director’s or officer’s last known address, or if the registered agent is not aware of the identity of any director or officer then the person from whom the registered agent last received instructions concerning the company, specifying the wish of the registered agent to resign as registered agent and shall together with the notice provide a list of all registered agents in Belize with their names and addresses;
(b) the registered agent shall submit to the Registrar a copy of the notice and to the company a list of registered agents referred to in paragraph (a);
(c) if, at the time of expiry of the notice, the company has not adopted a resolution to amend its Memorandum to change its registered agent, the registered agent shall inform the Registrar in writing that the company has not changed its registered agent whereupon the Registrar shall publish a notice in the Gazette that the name of the company will be struck off the register, unless the company, within 30 days from the date of the publication of the notice in the Gazette, registers with the Registrar a copy of a resolution amending its Memorandum to change its registered agent; and
(d) if a company fails within 30 days from the date of the publication of the notice referred to in paragraph (c) to register with the Registrar a copy of a resolution amending its Memorandum to change its registered agent, the Registrar shall strike the name of the company off the Register and shall publish in the Gazette a notice that the name of the company has been struck off the Register.
(5) A company that has been struck off the Register under this section remains liable for all claims, debts, liabilities and obligations of the company, and the striking-off does not affect the liability of any of its members, directors, officers or agents.
46. A company that wilfully contravenes section 42 or 43:-(a) is liable to a penalty of $25 for each day or part thereof during which the contravention continues, and a director who know ingly permits the contravention is liable to a like penalty; and
(b) without prejudice to paragraph (a) above, if the contravention continues for a period of 30 days the company shall be deemed to have commenced to wind-up and dissolve under section 98 (2).
