BELIZE: INTERNATIONAL BUSINESS COMPANIES …

1 BELIZE: INTERNATIONAL BUSINESS COMPANIES ( amendment )ACT, 2017 ARRANGEMENT OF of section of section of section of section of section of section of section and replacement of section amendment of section amendment of section amendment of section amendment of section amendment of section Insertion of new Part VI amendment of section amendment of section amendment of section of section amendment of section amendment of section amendment of section Repeal and replacement of Part Insertion of section amendment of section 36] INTERNATIONAL BUSINESS Companies313AN ACT to amend the INTERNATIONAL BUSINESS CompaniesAct, Chapter 270 of the Laws of belize , RevisedEdition 2011; to prohibit the issuance of bearershares in an INTERNATIONAL BUSINESS company; toprovide for Register of Directors and Register ofBeneficial Owners and for such Registers to be keptat the registered office in belize ; to provide for theRegisters upon request by the competent authorityto be produced within twenty-four hours; to repealprovisions relating to tax exemptions and providefor the optional payment of income and businesstax by an INTERNATIONAL BUSINESS company; and toprovide for matters connected therewith or incidentalthereto.

2 (Gazetted 22nd July, 2017 .)1. This Act may be cited as theINTERNATIONAL BUSINESS COMPANIES ( amendment ) ACT 2017 ,Short 36 of 2017I assent,(SIR COLVILLE N. YOUNG)Governor-General21st July, shall be read and construed as one with the InternationalBusiness COMPANIES Act, which, is hereinafter referred toas the principal The principal Act is being amended in section 2(1) to insert the following definitions -a) Approved Stock Exchange means theInternational Stock Exchange of the UnitedKingdom and the Republic of Ireland Limited(including the Unlisted Security Market of theInternational Stock Exchange), the New YorkStock Exchange, the American StockExchange, the National Association ofSecurities Dealers Automated QuotationSystem of the United States of America or anyother stock exchange approved for this purposeby the ) beneficial owner means the natural person (a)who ultimately owns or controls acustomer;(b)on whose behalf a transaction is beingconducted; or(c)who exercise ultimate effective controlover a legal person or arrangement.

3 Andc) register of beneficial owners means theregister of beneficial owners pursuant to ) ultimately owns or controls and ultimateeffective control refer to situations in whichownership or control is exercised through achain of ownership or by means of controlother than direct BUSINESS COMPANIES [No. 36 Cap. 11 39 ofsection The principal Act is amended in section 5(2)(f) bydeleting the words Registration of Merchant Ships Act and substituting the words Merchant Ships (Registration)Act .4. The principal Act is amended in section 9 (a)in subsection (1)(a)by deleting the words orshares issued to bearer or both and substitutingthe word only. ; and(b)by inserting the following new subsectionsimmediately after subsection (1) (1A)Any company that has shares listed forquotation on an Approved StockExchange list may by notice in writingrequire any member of the companywithin such reasonable time as isspecified in the noticeto inform it (a)whether he holds any voting sharesin the company as beneficial owneror as trustee; and(b)if he hold such voting shares astrustee, to indicate the persons forwhom he holds them by name andby other particulars to enablethose persons to be identified andthe nature of their interest.]

4 (1B)Where a company is informed inpursuance of a notice given to anyperson under subsection (1A) or underthis subsection that any other personhas an interest in any of the votingshares in a company, the company mayAmendment ofsection section 36] INTERNATIONAL BUSINESS Companies315by notice in writing require that otherperson within such reasonable time asis specified in the noticeto inform it (a)whether he holds that interest asbeneficial owner or as trustee;and(b)if he holds such interest as trustee,to indicate the persons for whomhe holds it by name and by otherparticulars to enable those personsto be identified and the nature oftheir interest.(1C) Any company to which this sectionapplies may by notice in writing requireany member of the company to informit, within such reasonable time as isspecified in the notice, whether any ofthe voting rights carried by any votingshares in the company held by him arethe subject of an agreement orarrangement under which anotherperson is entitled to control his exerciseof those rights and, if so, to giveparticulars of the agreement orarrangement and the parties to it.

5 1D)A notice under subsection (1A), (1B)or (1C) may be sent either generally tomembers of the company concerned orto one or more particular members,and may be sent electronically..5. The principal Act is amended in section 11 (a)in subsection (1) by deleting the word Society and substituting the word Soci t ; amendment ofsection BUSINESS COMPANIES [No. 36(b)in subsection (3)(i)by deleting from paragraph (a) the words except where the company in existencegives its consent ;(ii)by inserting in paragraph (b) immediatelyafter the word Imperial , the word Monarchy ;(iii)by deleting paragraph (d) and substitutingthe following (d)contains any one or more of thewords Academy , AssetManagement , Assurance , Bank , Brokerage , CreditUnion , Education , Fiduciary , Financial , Foreign Exchange , Forex , Fund , InvestmentManagement , Insurance , Lending , Securities , Trust ,or University or any of theirderivatives or cognate expressions,unless it is licensed under theenactment or enactments thatauthorize it to carry on the businessor activities associated with theword or words, so contained ;(iv) by inserting after paragraph (d) thefollowing as paragraph (e) (e)contains the top level domain suchas.]

6 Com , .org , .net or .bz of a domain name. (c)by inserting after subsection (3) the followingas subsection (3A) -No. 36] INTERNATIONAL BUSINESS Companies317 (3A)The Registrar may, by Orderpublished in the Gazette, modify the list ofwords specified in subsection (3)(d) to whichthe BUSINESS or activities of a company may beassociated, by, among other things, addingwords or abbreviations to the list. (d)in subsection (5) by inserting after the word, Gazette a comma and the words the websiteof the Registrar or other publication of generalcirculation in belize . ;(e)by inserting after subsection (8) the followingas subsection (9) - (9) Despite anything contained in this section,an INTERNATIONAL BUSINESS company that iscontinued under this Act (a)shall be continued with the name itlawfully had before that continuanceif there is no other companyregistered under this Act or theCompanies Act in that name; and(b)may only submit to the Registrar arequest for the consideration of achange of name after a period of sixmonths has elapsed from the date ofcontinuation pursuant to The principal Act is amended in section 12(1) bydeleting paragraphs (i),(j) and (k)and substituting thefollowing (i)a statement that the company is prohibited bythis or any other enactment from issuingCAP.

7 Ofsection BUSINESS COMPANIES [No. 36bearer shares, and that the company is notauthorised to,(a)issue bearer shares;(b)convert registered shares to bearer shares;or(c)exchange registered shares for bearershares; .7. The principal Act is amended in section 16(2) byinserting immediately after the word Registrar whereit first appears, the words along with an authenticatedcopy of the resolution passed or other authenticateddocuments, to the satisfaction of the Registrar that theamendment was duly authorised .8. The principal Act is amended in section 31(1) (a)in paragraph (c), by inserting after the words, share register; the word and ;(b)in paragraph (d), by deleting the semi colon atthe end of the paragraph and substituting a fullstop;(c)by deleting paragraphs (e) and (f).9. The principal Act is amended by repealing section34 and substituting the following company shall not issue bearer share, convertregistered shares to bearer shares nor exchangeregistered shares for bearer shares, and every companywho contravenes this provision commits an offenceand shall be liable on summary conviction to a fineof $5, for each day of such failure to comply.]

8 amendment ofsection ofsection andreplacement ofsection 36] INTERNATIONAL BUSINESS Companies31910. The principal Act is amended in section 41 (a)in subsection (1) by deleting the words, bearershare or the ; and(b)by deleting subsection (2).11. The principal Act is amendment in section 45 (a)in subsection (2) by deleting the words in theGazette and substituting the words on thewebsite of the Registrar ;(b)in subsection (4)(c) (i)after the word Gazette first appearance,insert a comma and the words thewebsite of the Registrar or otherpublication of general circulation inBelize ; and(ii)after the word Gazette, secondappearance, insert the words website orother publication, .(c)in subsection (4)(d), after the word Gazette by inserting a comma and the words thewebsite of the Registrar or other publication ofgeneral circulation in belize .12. The principal Act is amended in section 49 (a)in the marginal note by deleting the words Optional register and substituting the word Register ; and(b)by deleting subsection (1) and substituting thefollowing amendment ofsection ofsection ofsection BUSINESS COMPANIES [No.

9 36 (1) A company incorporated under this Actshall keep a register to be known as aregister of directors containing thefollowing particulars (a)in the case of an individual director,the individual s (i)full name;(ii)former name, if any, unlessthe former name was changedby deed poll or other legalmeans or disused for morethan 10 years;(iii)usual residential address,unless that address is the sameas the individual s address forthe service of documents;(iv)address for the service ofdocuments;(v)date of birth;(vi)nationality;(vii)occupation;(v iii)date of appointment asdirector;and(ix)date of cessation as director(b)in the case of a corporate director,the corporate director s No. 36] INTERNATIONAL BUSINESS Companies321(i)corporate name;(ii)corporate or registrationnumber, if any;(iii)registered office or principaloffice;(iv)address, but if the corporatedirector is incorporated orregistered in belize , itscorporate or registrationnumber only;(v)place of incorporation orregistration and date ofsuchincorporation orregistration;(vi)date of appointment asdirector'(vii)date of cessation as director;and(c)such other information as may beprescribed.

10 (c)by inserting after subsection 3 the followingas subsections (4) and (5) (4)The register of directors is prima facieevidence of any matters directed orauthorised by this Act to be containedtherein.(5) A company thatcontravenes this sectionis liable to a penalty of $25 for each dayor part thereof during which thecontravention continues, and a directorwho knowingly permits thecontravention is liable to a like penalty. 322 INTERNATIONAL BUSINESS COMPANIES [No. 3613. The principal Act is amended in section 69 (a)in subsection (1) by deleting the words depositbearer shares with, or ; and(b)in paragraph(e) by deleting the words, in thecase of registered shares and the certificates incase of bearer shares .14. The principal Act is amended in section 71 (a)deleting subsection (1) and substituting thefollowing (1) Any notice, information or writtenstatement required under this Act to be given by acompany incorporated under this Act to membersmust be served, in the case of members holdingregistered shares,(a)in the manner prescribed in thememorandum or Articles, as the casemay be; or(b)in the absence of a provision in theMemorandum or Articles, by personalservice of by mail addressed to eachmember at the address shown in theshare register.]