BELIZE: INTERNATIONAL LIMITED LIABILITY COMPANIES ACT ... · 34. Limited liability company as a separate legal entity. 35. Limited liability company property. 36. Rights of judgment

BELIZE:

INTERNATIONAL LIMITED LIABILITY COMPANIESACT, 2011

ARRANGEMENT OF SECTIONS

PART I

GENERAL PROVISIONS

1. Short title.2. Interpretation.3. Application.4. Form of instruments; filing.5. Certificates or certified copies as evidence.6. Fees on filing articles of organisation and other documents.7. Annual registration fee.8. Notice to members.9. Records to be kept; inspection rights of members.10. Purposes.11. General powers of a limited liability company.12. Resolution of disputes.13. Unauthorised assumption of powers.

PART II

FORMATION AND ARTICLES OF ORGANISATION

14. Formation.15. Restriction on business in Belize.16. Duration.17. Name.18. Register of names.19. Reservation of name.20. Contents of articles of organisation.21. Execution and filing of articles of organisation.22. Date limited liability company comes into existence.23. Notice of existence of limited liability company.24. Term and renewal of certificate of organisation.

25. Amendment of articles of organisation.26. Restated articles of organisation.27. Registered agent for service of process.

PART III

REGISTRAR OF LIMITED LIABILITY COMPANIES

28. Appointment of Registrar.29. Official seal.30. Powers of the Registrar.31. Lodging of documents.32. Certificates of good standing.

PART IV

RELATIONSHIP OF LIMITED LIABILITY COMPANYAND MEMBERS TO THIRD PARTIES

33. Liability to third parties.34. Limited liability company as a separate legal entity.35. Limited liability company property.36. Rights of judgment creditors of a member.37. Fraudulent conveyance.38. Enforcement of judgments.39. Parties to actions.40. Limited liability company as a proper party to action.

PART V

CONTRIBUTIONS AND DISTRIBUTIONS

41. Capital contributions.42. Liability for contributions.43. Interim distributions.44. Distribution in kind.45. Status as a creditor.46. Limitation on distributions.47. Distributions on withdrawal.48. Distribution on winding up.

49. Sharing of profits and losses.

PART VI

MEMBERS

50. Admission of members.51. Classes and series of members’ interests.52. Operating agreement.53. Action by written consent; Proxies.54. Interest in limited liability company; transferability of interest.55. Substituted member.56. Option to purchase company interests.57. Rights of assignees.

PART VII

TERMINATION OF MEMBERSHIP

58. Withdrawal of members.59. Involuntary transfers.60. Expulsion of a member.61. Right of pre-emption of the company.

PART VIII

MANAGEMENT

62. Member or manager as agent.63. Management of limited liability company; definition.64. Voting.65. Emergency manager.66. Qualification of managers.67. Standard of care to be observed by managers.68. Appointment to succession committee.69. Succession committee rules.70. Authority and liability of members not affected.

PART IX

DISSOLUTION

71. Dissolution.72. Administrative dissolution.73. Judicial dissolution.74. Effect of dissolution.75. Winding up of affairs of limited liability company.76. Agency power of managers after dissolution.77. Settlement of claims against limited liability company.78. Distribution of assets upon winding up.79. Articles of termination.

PART X

MERGER AND CONSOLIDATION

80. Merger or consolidation.81. Effect of merger or consolidation.

PART XI

TRANSFER OF DOMICILE TO BELIZE

82. Definitions.83. When transfer of domicile is permitted.84. Application to transfer domicile.85. Contents of application to transfer domicile.86. Execution of the application to transfer domicile.87. Transfer of domicile to Belize; certificate of transfer of domicile.88. Prior obligations and liabilities.89. Applicable law.

PART XII

TRANSFER OF DOMICILE FROM BELIZE

90. Departure from Belize.91. Application to transfer domicile out of Belize.

92. Effective date of departure.93. Jurisdiction of courts after departure.

PART XIII

EXEMPTION FROM TAXES, DUTIES ANDEXCHANGE CONTROL

94. Exemption from taxes, duties and exchange control.

PART XIV

MISCELLANEOUS

95. No action to lie against certain persons.96. Confidentiality.97. Form of company registers and records.98. Construction of the Act.99. Offences and penalty.100. Authority to prosecute and limitation period.101. Crediting of fees and penalties.102. Legal professional privilege.103. Service of process, etc. on limited liability company.104. Regulations.105. Commencement.

No. 13] International Limited Liability Companies 241

AN ACT to provide for the establishment andadministration of international limited liabilitycompanies; and to provide for matters connectedtherewith or incidental thereto.

(Gazetted 31st December, 2011.)

BE IT ENACTED, by and with the advice and consent ofthe House of Representatives and the Senate ofBelize and by the authority of the same, as follows: –

PART I

GENERAL PROVISIONS

1. This Act may be cited as the

INTERNATIONAL LIMITED LIABILITYCOMPANIES ACT, 2011.

Short title.

No. 13 of 2011

I assent,(SIR COLVILLE N. YOUNG)

Governor-General

29th December, 2011

Interpretation. 2. In this Act, unless the context otherwise requires:–

“articles of organisation” means the article oforganisation filed with the Registrar for the purposeof forming an international limited liability companyas specified in section 14;

“assignee” means any person who acquires in anymanner the ownership of an interest in a limited liabilitycompany but who has not been admitted as a member;

“beneficial owner” means a person who enjoys allthe rights and benefits associated with the ownershipof property or an interest in property but who maynot necessarily be registered or listed as the legal ownerof such property or interest in such property;

“business” means any lawful activity, includingownership of real or personal property, whether ornot engaged in for profit;

“capital account” means a separate account maintainedfor each member; the capital account of each membershall consist of the fair market value of such member’soriginal capital contribution, increased by (1) additionalcapital contributions and, (2) such member’s share ofcompany profits and decreased by (a) distributions tosuch member of cash or other property and (b) suchmember’s share of company losses;

“Commission” means the International FinancialServices Commission, established under theInternational Financial Services Commission Act;

“contribution” or “capital contribution” meansanything of value which a person may contribute toa limited liability company as a prerequisite for orin connection with membership, including cash,

CAP. 272.

242 International Limited Liability Companies [No. 13

property, or services rendered or a promissory noteor other binding obligation to contribute cash orproperty or to perform services;

“control” means the power, directly or indirectly,to appoint or remove a majority of the managers ofa limited liability company or to exercise ten percentumor more of the voting power at a general or specialmeeting of members of such company;

“Court” means the Supreme Court of Belize;

“distribution” means a transfer of money, propertyor other benefit from a limited liability company to,or for the benefit of, a member in the capacity as amember, or to, or for the benefit of, an assignee ofa member’s interest in a limited liability company, inrespect of a limited liability company interest;

“dollar” or “$” means dollar in the currency of theUnited States of America unless specifically providedotherwise;

“entity” means a body corporate or unincorporate;

“event of duress” means the occurrence of any ofthe following:–

(a) war or civil disturbance that directly or indirectlyendangers or may endanger the safety of anymoney, investments, or property that may beincluded in or form part of the company property;

(b) political action anywhere in the world, regardlessof whether (1) instigated by any government,political organisation, or individual, or (2)constitutional or otherwise, which directly orindirectly will or may endanger the safety of any


money, investments, or property that may beincluded in or form a part of the companyproperty;

(c) the enactment, passage or issuance anywhere inthe world of any law, regulation, decree, ormeasure that directly or indirectly will or mayexpropriate, sequestrate, or in any way control,restrict, or prevent the free disposal by thecompany of any money, investments, or propertythat may be included in or form a part of thecompany property;

(d) action or threat of action anywhere in the worldby any government department, agency, or anyofficial purporting to act on the instructions andwith the authority of such government department,or agency, which directly or indirectly will ormay expropriate, sequestrate, levy, lien, or in anyway control, restrict, or prevent the free disposalby the company of any money, investments, orproperty that may from time to time be includedin or form a part of the company property;

(e) a claim, order, decree, or judgment or threat ofany order, decree or judgment of any court ortribunal anywhere in the world that directly orindirectly will or may expropriate, sequestrate,levy, lien, or in any way control, restrict, orprevent the free disposal by the company of anymoney, investments, or property that may fromtime to time be included in or form part of thecompany property and any distribution therefrom;

(f) a claim, litigation or threat of litigation anywherein the world that directly or indirectly may resultin any order, decree, or judgment of any courtor tribunal which directly or indirectly will or


may expropriate, sequestrate, levy, lien, or in anyway (i) control, restrict, or prevent the freedisposal by the company of any money, investments,or property that may from time to time be companyproperty; or (ii) violate this Act;

“financial institution” means a bank or financialinstitution as defined in the Banks and FinancialInstitutions Act or the International Banking Act, andincludes brokerage firms and insurance companies;

“foreign limited liability company” means a limitedliability company of similar nature to that hereindefined, formed under the laws of any jurisdictionother than Belize;

“limited liability company” or “company” or “LLC”means an international limited liability companyorganised and existing under this Act;

“manager” means the person or persons entitled tomanage a limited liability company pursuant to section63;

“member” means a person with an ownership interestin a limited liability company with the rights andobligations specified under this Act;

“membership interest” means a member’s share ofthe profits and losses of a limited liability companyand the right to receive distributions of the limitedliability company’s assets;

“membership rights” means all of the rights of amember in a company including membership interest,voting rights and any other rights or interest arisingfrom or incidental to being a member whether prescribed

CAP. 263.


CAP. 267.

in this Act or in an operating agreement or otherwiseat law;

“Minister” means the Minister for the time beingresponsible for international financial services;

“operating agreement” means any valid agreementof all of the members as to the affairs of a limitedliability company and the conduct of its business; andin the case of a limited liability company that has asingle member, any written statement and anyamendments thereto of the member in good faithpurporting to govern the affairs of a limited liabilitycompany or the conduct of its business as of theeffective time of the statement;

“person” means a natural person or a legal person;

“real property” includes land, any interest whetherleasehold or other estate in the land, and anyimprovements on it;

“Register” means the Register of International LimitedLiability Companies maintained by the Registrar;

“registered agent” means a person licensed to conductcompany formation or management services under theprovisions of the International Financial ServicesCommission Act;

“registered mail” means any form of mail that enablesa person to track such mail together with a receipton delivery and includes mail sent by express but itdoes not include electronic mail;

“registered office” means the office of the registeredagent of the limited liability company;

CAP. 272.


“Registrar” means Registrar of International LimitedLiability Companies appointed pursuant to section 28of this Act;

“resident” means resident for the purposes of theIncome and Business Tax Act and the ExchangeControl Regulations Act;

“succession committee” means a committee of oneor more members of the limited liability company,appointed by the Manager pursuant to section 68;

“termination of a member’s interest” means acomplete cessation of a member’s continued membershipin a limited liability company for any of the reasonsenumerated in section 59;

“transfer” by a member of his interest in the limitedliability company means any sale, assignment, pledge,hypothecation, gift, bequest, or other voluntary dispositionof such member’s interest or any part thereof or anyinterest therein, but it does not include an involuntarytransfer, transfer by inheritance other than by specificbequest, or transfer by operation of law.

3. This Act shall apply to limited liability companiesformed under, subject to, or continued under this Act.

4. (1) Whenever any provision of this Act requires anyinstrument to be filed with the Registrar, such instrumentshall comply with the provisions of this section unlessotherwise expressly provided by another law in Belize.

(2) Every instrument referenced herein, filed orrequired to be filed, shall be: –

(a) in English, except that the company namemay be in another language if written in

CAP. 55CAP. 52

Form ofinstruments;filing.

Application.


English letters or characters as provided insection 17(2); or

(b) accompanied by a certified English translation,if the instrument is not in English.

(3) For the purpose of this Act, a certified translationis a translation in the English language, certified as true andcorrect by a translator, to the satisfaction of the Registrar.

(4) All instruments shall be signed by the registeredagent or a manager duly authorised by the limited liabilitycompany to sign such instruments on behalf of the limitedliability company, or such other person duly delegated suchauthority by the manager or managers in whom suchauthority resides.

(5) Whenever any provision of this Act requires aninstrument to be acknowledged, such requirement means:–

(a) the person signing the instrument shallacknowledge that it is his act and deed orthat it is the act and deed of the limited liabilitycompany, as the case may be; and

(b) the instrument shall be acknowledged beforea notary public, commissioner of oaths orother person authorised to takeacknowledgments, who shall attest that heknows the person making the acknowledgmentto be the person who executed the instrument.

(6) Whenever any provision of this Act requires anyinstrument to be filed with the Registrar, such requirementmeans that: –

(a) an original and a duplicate copy of the signedinstrument together with the appropriate feeshall be delivered to the Registrar;


(b) upon delivery of instruments in subsection6(a) above, together with the required feesto the Registrar, the Registrar shall certifythat the instrument has been filed in his officeby endorsing the word “Filed” and affixingthe date on the original instrument; the saiddate shall be the filing date;

(c) the Registrar shall ensure the instruments arein conformity with the provisions of this Actand shall compare the duplicate signed andacknowledged copy with the original signedand acknowledged instrument, and if it isfound that the text is identical, shall affix onthe duplicate copy the same endorsement offiling as affixed on the original; the Registrarshall retain the signed original in the Registrar’sfiles and return the duplicate copy to theregistered agent; the endorsement constitutesa certificate from the Registrar that thedocument is a true copy of the instrumentfiled and that it was filed as of the date statedin the endorsement;

(d) any instrument filed in accordance with thissubsection shall be effective as of the filingdate stated thereon; and

(e) no person is affected by or is presumed tohave notice or knowledge of the contents ofa document concerning a limited liabilitycompany by reason only that the documenthas been filed with the Registrar and isavailable for inspection at any office of thelimited liability company.

(7) If the Registrar is unable to make a determinationthat the documents are in conformity with the relevant


provisions of this Act at the time any documents aredelivered for filing, the documents are deemed to havebeen filed at the time of delivery if the Registrar subsequentlydetermines either of the following: –

(a) the documents as delivered conform to theprovisions of this Act; or

(b) within twenty days after the Registrar givesnotice of nonconformity to the person whodelivered the documents for filing or theperson’s representative, the documents arebrought into conformity.

(8) If the documents are not brought into conformityunder the provisions of subsection (7) of this section, thenthe articles shall be deemed filed on the date of conformitywithout regard to when they were delivered for filing,and shall be so stamped or endorsed by the Registrar.

(9) A document may specify a delayed effective timeor date, or both, and is effective at that specified time anddate. If the document specifies a delayed effective datebut does not specify the time, the document is effectiveon the specified date at 12:01 a.m. local time. A delayedeffective date for a document may not be later than theninetieth day after the date the document is delivered tothe Registrar for filing.

(10) Any instrument relating to a limited liabilitycompany and filed with the Registrar under this Act maybe corrected with respect to any error apparent on theface or defect in the execution thereof by filing with theRegistrar a certificate of correction, executed andacknowledged in the manner required for the originalinstrument. The certificate of correction shall specify theerror or defect to be corrected and shall set forth the portionof the instrument in correct form. The corrected instrument


when filed shall be effective as of the date the originalinstrument was filed.

5. All certificates issued by the Registrar in accordancewith the provisions of this Act and all copies of documentsfiled in his office in accordance with the provisions ofthis Act shall, when certified, be taken and received inall courts, public offices and official bodies within Belizeas prima facie evidence of the facts therein stated and ofthe execution of such instruments.

6. The Minister is hereby authorised to promulgate byregulations and shall so promulgate a schedule of fees forthe filing and issuance of documents under this Act. Feespayable in respect of this Act shall be payable to theRegistrar in dollars, or upon the authorisation of theMinister, in any other currency.

(2) Fees for certifying copies of documents, forfiling, recording or indexing papers, and fees for searchingthe records of any limited liability company with theRegistrar shall also be prescribed by the Minister byregulations and payable to the Registrar.

7. Every limited liability company shall pay to theRegistrar an annual fee and such other fees as prescribedin the regulations required to be issued by the Ministerunder this Act.

8. Any notice or information required to be given tomembers shall be provided in the manner designated inthe limited liability company’s operating agreement or, ifthe notice can no longer be provided as stated therein,the notice shall be published in a publication of generalcirculation in Belize and in such location where the limitedliability company has a place of business, if any. A membermay waive a notice or information required to be givento members by delivering a written waiver of notice tothe manager.

Certificates orcertifiedcopies asevidence.

Fees on filingarticles oforganisationand otherdocuments.

Annualregistrationfee.

Notice tomembers.


9. (1) A limited liability company shall keep at the officeof its Registered Agent the following: –

(a) a current list of the full name and last knownbusiness, residence or mailing address ofeach member and manager;

(b) a copy of the initial articles of organisationand all amendments thereto;

(c) copies of all operating agreements (if any)and all amendments thereto, including anyprior operating agreements no longer ineffect;

(d) copies of any agreements relating to capitalcontributions as described in writing in section41;

(e) copies of all membership certificates issued,if any (but membership certificates shall notbe required);

(f) an impression of the limited liability companyseal, if any (but a limited liability companyshall not be required to obtain a seal); and

(g) such other documents required by any lawin Belize to be kept by the registered agent.

(2) If any of the documents enumerated in subsection(1) above are not kept at the office of the registered agent,then the registered agent must be kept informed of theirlocation and contents at all times.

(3) Each member and manager of a limited liabilitycompany has the right, subject to reasonable standards(including standards governing what information and

Records to bekept;inspectionrights ofmembers.


documents are to be furnished, at what time, and locationand at whose expense) as may be specified in the operatingagreement or otherwise established by the manager, orif there is no manager, then by the members, to inspectand obtain from the limited liability company from timeto time upon reasonable request for any purpose reasonablyrelated to the member’s interest as a member or managerof the company: –

(a) a copy the limited liability company recordsrequired to be maintained by this section;

(b) inspect and copy other information regardingthe affairs of the limited liability companyas is just and reasonable for any purposereasonably related to the member’s interest.

10. Limited liability companies may be organised underthis Act for any lawful business or other purpose orpurposes, including, without limitation, the rendering ofprofessional services by or through its members, managers,officers or agents, subject to any licensing or registrationrequirements applicable in any jurisdiction in which theservices are rendered or in which such persons are licensedor registered.

11. Subject to any limitations provided in this Act or anyother law of Belize or its articles of organisation oroperating agreement, every limited liability company shallhave the same powers as a natural person, body corporateor unincorporated entity to do all things necessary orconvenient in furtherance of its purposes irrespective ofcompany benefit and whether or not enumerated in itsarticles of organisation.

12. Any dispute between or among parties to an operatingagreement or between or among the members and managersof any limited liability company operating under this Act

Purposes.

Generalpowers of alimitedliabilitycompany.

Resolution ofdisputes.


shall be resolved by the Supreme Court and any appellatecourt having jurisdiction over Belize.

(2) A court of competent jurisdiction shall resolveany dispute between the members or managers or thelimited liability company and a third person or personsother than those provided in section 36 dealing withcharging orders and judgment creditors.

13. Every person who assumes to act on behalf of a limitedliability company without authority to do so and withoutgood faith and belief that he has such authority shall bepersonally liable (if there is more than one such person,jointly and severally liable) for all debts and liabilitiesincurred by that person whilst so acting.

PART II

FORMATION AND ARTICLES OFORGANISATION

14. (1) A registered agent acting on behalf of one ormore persons (and if natural persons, 18 years of age orolder) who do not reside in Belize may organise a limitedliability company by executing and delivering articles oforganisation to the Registrar as specified in section 20.The person or persons on whose behalf the RegisteredAgent is acting need not be members of the limited liabilitycompany either at the time of formation or afterwards.

(2) A limited liability company shall be a legal entitywith separate rights and liabilities distinct from its membersand managers. Any estate or interest in property may beacquired, held or conveyed in the name of the limitedliability company and title to any estate or interest soacquired shall vest in the limited liability company.

Unauthorisedassumption ofpowers.

Formation.


15. (1) A limited liability company formed under this Actshall not:–

(a) carry on business in or with persons residentin Belize; or

(b) own an interest in real property situate inBelize, other than a lease referred to inparagraph (e) of subsection (2);

(c) hold shares, stock, debt obligations or othersecurities in a company incorporated underthe Companies Act or under any enactmentamending or substituting the said Act; or

(d) issue its shares, stock, debt obligations orother securities to any person resident inBelize or to any company incorporated underthe Companies Act or under any enactmentamending or substituting the said Act.

(2) For purpose of paragraph (a) of subsection (1),a limited liability company shall not be treated as carryingon business in or with persons resident in Belize by reasononly that:–

(a) it makes or maintains deposits with a companyincorporated in Belize and carrying on abanking business within Belize;

(b) it makes or maintains professional contactwith solicitors, barristers, accountants,bookkeepers, trust companies, administrationcompanies, investment advisers or othersimilar persons carrying on business withinBelize;

(c) it prepares or maintains books and recordswithin Belize;

Restriction onbusiness inBelize.

CAP. 250.

CAP. 250.


(d) it holds, within Belize, meetings of its officersor members;

(e) it holds a lease of property for use as an officefrom which to communicate with membersor where books and records of the companyare prepared or maintained; or

(f) it owns a vessel or vessels registered in Belizein accordance with the Merchant Ships(Registration) Act, or any Act in substitutionof the said Act.

16. A limited liability company formed under this Actcontinues perpetually, unless otherwise provided in itsarticles of organisation, or until the limited liability companyis dissolved and terminated in accordance with the provisionsof this Act.

17. (1) Except as otherwise provided in this section, thename of a limited liability company: –

(a) shall contain the words “limited liabilitycompany” or the abbreviation “LLC”, or“L.L.C.”, and

(b) shall not be the same as or substantially similarto the name of a limited liability companyas such name appears on the index of namesof existing limited liability companies, or onthe reserved name list maintained by theRegistrar or a name so similar to any suchname as to tend to confuse or deceive;

(c) shall not be a name prohibited: –

i. by any other law in force in Belize; or

Act No. 20/2010.

Duration.

Name.


ii by regulations made by the Ministerunder section 104.

(2) The name of a limited liability company shall bein Roman script, but a limited liability company may electto use as an alternative name an accurate translation ofthe name registered in Roman script, and which name maybe expressed in any script. For the purpose of satisfyingthe filing requirements under this Act, a limited liabilitycompany shall use the name as expressed in Roman script,but in any dealings with third parties the limited liabilitycompany may use the alternative name in the form submittedto the Registrar at the time of formation.

(3) A limited liability company which acquires upona sale, lease, or other disposition to or exchange withanother limited liability company, all or substantially allof the assets of that other limited liability company,including its name, may have the name of that limitedliability company with one or more words added, altered,or deleted to make such name distinguishable from thename as used by the other limited liability company if thatother limited liability company was organised under thisAct.

(4) No limited liability company shall be formedunder this Act under a name that: –

(a) contains the words “Building Society”,“Chamber of Commerce”, “Chartered”,“Cooperative”, “Imperial”, “Municipal”,“Royal”, or a word conveying a similarmeaning, or any other word that, in theopinion of the Registrar, suggests or iscalculated to suggest: –

(i) the patronage of Her Majesty or thatof a member of the Royal Family; or


(ii) a connection with the Government ofBelize or a department, agency, authorityor branch thereof, any political partyor any professional associationrecognised by the laws of Belize;

(b) is indecent, offensive or, in the opinion ofthe Registrar, objectionable; or

(c) contains the words “Assurance”, “Bank”,“Insurance” or “Trust”, or any of theirderivatives or cognate expressions, unless itis licensed under an enactment authorisingit to carry on such business or activities.

(4) The Minister may issue regulations in respect ofnames that are prohibited or otherwise restricted underthis Act.

18. The Registrar shall keep an alphabetical index of allreserved names and the names of all limited liabilitycompanies subject to this Act together with any other namesrequired to be kept by the Registrar by law.

19. (1) A registered agent may reserve a name with theRegistrar provided such reservation is made in accordancewith this section and is made in good faith for subsequentuse in the formation of a limited liability company underthis Act or for use in changing the name of a limited liabilitycompany already subject to this Act. A name may bereserved under Part XI by a foreign limited liabilitycompany which has filed for a transfer of domicile to Belize.

(2) An application to reserve a name shall be deliveredto the Registrar together with the required fee. Suchapplication shall set forth: –

(a) the name or names to be reserved in orderof preference;

Register ofnames.

Reservation ofname.


(b) the name and address of the registered agentsubmitting the application;

(c) whether the application is for a renewal ofan already reserved name;

(d) the type of business the limited liabilitycompany proposes to carry on, if any;

(e) any derivation of the name to be reserved;

(f) if the application is for a name change, thepresent name of the company; and

(g) whether the application is for a foreign limitedliability company that has filed for a transferof domicile to Belize.

(3) Provided the name to be reserved is availablefor use, the Registrar shall enter the name upon the reservedname list and issue a certificate of name reservation inthe name of the applicant or in the name designated bythe applicant. The certificate of name reservation shall setforth: –

(a) the information contained in the applicationtherefor;

(b) the date the name was entered upon thereserved name list, which date shall be thedate of reservation; and

(c) a statement that the certificate is non-transferable.

(4) Commencing from the date of reservation, thename reserved will be maintained upon the reserved namelist by the Registrar and shall not be used except by the


person, in whose name the certificate of name reservationhas been issued. Such reservation shall terminate uponthe expiry of 90 days after date of reservation unless soonerrenewed. Upon payment of the required fees, the reservationshall be renewed with the Registrar for no more than twoperiods of 90 days each. An appropriate receipt for therequired fees shall be presented along with the certificateof name reservation to be proof of the extension of thereservation.

(5) The certificate of name reservation and anyrenewals thereof shall be submitted to the Registrar at thetime the name reserved is utilised by the person, in whosename such certificate of name reservation has been issued.

20. (1) The articles of organisation shall state: –

(a) the name of the limited liability company;

(b) the name, address and signature of theregistered agent in Belize;

(c) the name and address of the person whosigned the articles of organisation;

(d) the latest date, if any, on which the limitedliability company must dissolve, or beterminated; and

(e) any restrictions on the business that thelimited liability company may carry on.

(2) The articles of organisation shall also make oneof the following statements: –

(a) management of the limited liability companyis vested in a manager or managers; or

Contents ofarticles oforganisation.


(b) management of the limited liability companyis reserved to the members.

(3) The articles of organisation may include any otherprovision that is consistent with the law, including anyprovisions under this Act that are required or permittedto be set out in an operating agreement of the limited liabilitycompany.

21. Two copies of the articles of organisation shall besigned by the person or persons forming the limited liabilitycompany as authorised by section 14 of this Act and shallbe filed with the Registrar in conformity with the provisionsof section 4 of this Act.

22. (1) A limited liability company is formed when thearticles of organisation are delivered to the Registrar forfiling, if all the provisions for filing are satisfied underthis section or at such time as all the documents are broughtinto conformity as provided in section 4. When a companyis formed under the provisions of this Act, the Registrarshall issue a certificate of organisation and the date onsuch certificate shall be the date on which the articles oforganisation were filed on such other date as providedin section 4.

(2) A copy of the certificate of organisation markedwith the filing date is conclusive evidence that all conditionsprecedent required to be performed by the organisers havebeen complied with and that the limited liability companyhas been legally organised and formed under this Act.

23. Articles of organisation that are on file with theRegistrar constitute notice that the limited liability companyis a limited liability company validly formed under thisAct.

Executionand filingof articles oforganisation.

Date limitedliabilitycompanycomes intoexistence.

Notice ofexistence oflimitedliabilitycompany.


24. (1) The first certificate of organisation shall be validfor 12 months from the date of filing and shall be renewablethereafter for further periods of 12 months from eachanniversary of the date of filing. Upon payment of theprescribed fee, a renewal certificate shall be issued by theRegistrar within 14 days or as soon thereafter as practicable.

(2) Until such time as a limited liability company isdissolved pursuant to the provisions of this Act, the limitedliability company shall continue its corporate existence(without rendering defective any legal or other proceedingsinstituted against the limited liability company or affectingany property, rights, powers, authorities, duties, functions,liabilities or obligations of the limited liability companyor any other person) notwithstanding that the certificateof organisation of the limited liability company may haveexpired and not been renewed within the time specifiedin this section.

25. (1) The articles of organisation of a limited liabilitycompany may be amended by filing with the Registrar anoriginal and one copy of articles of amendment, signedon behalf of the limited liability company by its registeredagent. The articles of amendment shall set forth: –

(a) the name of the limited liability company, andif it has been changed, the name under whichit was formed;

(b) the date the initial articles of organisationwere filed;

(c) the amendment to the articles of organisation.

(2) A limited liability company shall amend its articlesof organisation within thirty days after any informationin its articles of organisation has changed.

Term andrenewal ofcertificate oforganisation.

Amendment ofarticles oforganisation.


(3) A limited liability company may amend its articlesof organisation if its articles of organisation as amendedcontain only provisions that may be lawfully contained inthe articles of organisation at the time of making theamendment. In particular and without limitation to thegeneral power of amendment, a limited liability companymay amend its articles of organisation: –

(a) to change the name of the limited liabilitycompany;

(b) if management is vested in the members ofa limited liability company, to vest managementof the limited liability company in one or moremanagers;

(c) if management is vested in one or moremanagers, to vest management of the limitedliability company in the members;

(d) to make changes to the articles of organisationof the limited liability company in respect ofrestrictions on the business it may conductor to change the date on which it must disclosesuch restrictions or be terminated.

(4) No amendment shall affect any existing cause ofaction or provision in favour of or against the limitedliability company, or any pending suit to which it maybe a party, or the existing rights of members or personsother than members; and in the event the limited liabilitycompany’s name shall be changed, no suit brought by oragainst the limited liability company or judgment obtainedagainst the limited liability company under its former nameshall abate for that reason.

26. (1) At any time after its articles of organisation havebeen amended, a limited liability company may by action

Restatedarticles oforganisation.


of its managers, without necessity of vote of the members,cause to be prepared “Restated Articles of Organisation”,which will integrate into one document its original articlesof organisation (or articles of consolidation) and allamendments thereto, including those affected by articlesof merger.

(2) The restated articles of organisation shall beexecuted and filed in the same manner as articles ofamendment. Restated articles of organisation shall bespecifically designated as such in the heading and shallstate either in the heading or in an introductory paragraphthe limited liability company’s present name and, if it hasbeen changed, all of its former names and the date of thefiling of its initial articles of organisation. The restatedarticles shall also state that it is merely restating and notchanging the provisions of the initial articles of organisationas amended and that there is no discrepancy between theinitial articles as amended and the restated articles.

27. (1) A limited liability company subject to this Actshall at all times have a registered agent resident in Belize.A limited liability company which fails to maintain aregistered agent in Belize shall be in contravention of thisAct and be dissolved and struck from the Register inaccordance with section 72.

(2) Service of process on a registered agent may bemade as provided by the laws of Belize for the serviceof process.

(3) Any registered agent of a limited liability companymay resign as such upon filing a written notice thereof,executed in duplicate, with the Registrar, who shall causea copy thereof to be sent by registered mail to the limitedliability company at the address of the office of the companyor, if none, at the last known address of a manager ormember. No designation of a new registered agent shall

Registeredagent forservice ofprocess.


be accepted for filing unless all charges owing to the formeragent or to the government of Belize shall have been paid.

(4) A designation of a new registered agent underthis section may be made, revoked, or changed by thelimited liability company by filing an appropriate notificationwith the Registrar.

(5) The designation of the previous registered agentshall terminate upon the expiration of thirty days writtennotice of resignation directed to the limited liability companyand the filing of a copy of such notice of resignation withthe Registrar; or sooner if a successor agent is designated.

(6) A registered agent, when served with process,notice or demand for the limited liability company whichhe represents, shall transmit the same to the limited liabilitycompany by personal notification or in the followingmanner: Upon receipt of the process, notice or demand,the registered agent shall cause a copy of such process,notice or demand to be mailed to the limited liabilitycompany named therein at its last known address, and toa manager at his last known address; and if no manager,to a member at his last known address. Such mailing shallbe by registered mail. As soon thereafter as possible, theregistered agent may file with the clerk of the court issuingthe process either the receipt of such registered mailingor an affidavit stating that such mailing has been made,signed by the registered agent, or if the agent is acorporation, by a properly designated officer of the same,properly notarised. Compliance with the provisions ofthis section shall relieve the registered agent from anyfurther obligation to the limited liability company forservice of the process, notice or demand, but the agent’sfailure to comply with the provisions of this section shallin no way affect the validity of the process, notice ordemand.


PART III

REGISTRAR OF LIMITED LIABILITYCOMPANIES

28. (1) The Minister shall appoint a Registrar of LimitedLiability Companies to carry out the duties and functionsvested in the Registrar by or under this Act or any otherlaw.

(2) Until the Minister makes an appointment pursuantto subsection (1) above, the Director General of theCommission shall be the Registrar of Limited LiabilityCompanies.

(3) Any functions of the Registrar under this Actmay, to the extent authorised by him, be exercised by anyofficer on his staff.

29. (1) The Registrar shall procure that an official sealbe prepared for use by the Registrar in the authenticationor other issue of documents required under this Act.

(2) All courts, judges and persons acting judiciallyshall take judicial notice of the signature and seal of theRegistrar.

30. (1) The Registrar shall have the powers reasonablynecessary to perform the duties required of the Registrarunder the provisions of this Act or any other law.

(2) For the purpose of ascertaining whether a limitedliability company is complying with the provisions of thisAct, the Registrar may inspect any book, minute book,register or record required by or under this Act to be keptby the limited liability company.

(3) A limited liability company or any manager orregistered agent thereof shall, on being required by the

Appointmentof Registrar.

Powersof theRegistrar.

Official seal.


Registrar or any person authorised by the Registrar,produce any book, register or record.

(4) No limited liability company or any manager,member or registered agent thereof shall obstruct or hinderthe Registrar or any person authorised by the Registrarwhile exercising any of the powers referred to in thissection.

31. (1) Every document required or permitted to belodged with the Registrar under the provisions of this Actshall be lodged with the Registrar by a registered agent.

(2) Every application to the Registrar for any certificateissued under this Act or for any extract or copy of anydocument filed with the Registrar shall be made by orthrough a registered agent.

32. (1) The Registrar shall, upon a request by a registeredagent, issue a certificate of good standing under his handand seal certifying that a limited liability company subjectto this Act is of good standing if he is satisfied that: –

(a) the name of the limited liability company ison the Register;

(b) the limited liability company has paid all feesrequired under this Act or any regulationsmade thereunder;

(c) the limited liability company is not incontravention of any of the provisions of thisAct or is in the process of being wound upand dissolved; and

(d) there is no other good cause as to why acertificate of good standing should not beissued.

Lodging ofdocuments.

Certificates ofgood standing.


PART IV

RELATIONSHIP OF LIMITED LIABILITYCOMPANY AND MEMBERS TO THIRD

PARTIES

33. (1) The limited liability company shall be solely liablefor its own debts, obligations and liabilities.

(2) Notwithstanding any other law, unless liabilityfor limited liability company debts, obligations or liabilitieshas been assumed by the person against whom liabilityis asserted pursuant to subsection (3) of this section, nomanager, officer, member, employee or agent of a limitedliability company, or other person, shall be liable for: –

(a) the limited liability company’s debts,obligations or liabilities, whether arising incontract, tort or otherwise, solely by reasonof being a manager, officer, member, employeeor agent of the limited liability company; or

(b) the acts or omissions of any other manager,officer, member, employee or agent of thelimited liability company.

(3) Any or all members or managers may assume,by written contract, liability for any or all debts andobligations of the limited liability company.

(4) All persons who act for a limited liability companyunder apparent authority to do so, but without actualauthority to do so (including members who are notauthorised to act as managers) are jointly and severallyliable for all debts and liabilities arising from their actions.

(5) Notwithstanding any other law, unless liabilityfor the debts of the members or managers of a limited

Liabilityto thirdparties.


liability company is or has been expressly assumed by thelimited liability company, a limited liability company shallnot be liable for the debts of such members or managerswhether arising in contract, tort or otherwise.

(6) A claim under this section must be brought beforethe expiration of two years from the date of the occurrenceof the action forming the basis of the claim.

(7) Nothing in this section shall be interpreted aslimiting the criminal liability of any person under anycriminal statute.

34. (1) No action or proceeding shall be entertained bythe Court which is based upon, seeks or purports todisregard a limited liability company as a valid, separateand distinct legal entity.

(2) Notwithstanding any other law, the fact that alimited liability company is or may be closely affiliatedwith other entities shall not be grounds for disregardingthe separate existence of the limited liability company.

35. Real property and personal property owned orpurchased by a limited liability company shall be held,owned and conveyed only in the name of the limited liabilitycompany. A member shall have no interest in the propertyof a limited liability company, and the property of a limitedliability company shall not be available to satisfy any claimor judgment against a member.

36. (1) The Court shall have exclusive jurisdiction toresolve claims: –

(a) by a judgment creditor or other creditoragainst or to a member’s interest in a limitedliability company; and

Limitedliabilitycompanyas a separatelegal entity.

Limitedliabilitycompanyproperty.

Rights ofjudgmentcreditors of amember.


(b) for a charging order against a member’sinterest.

(2) On application to the Court by a judgment creditorof a member of a limited liability company, the Court maycharge the member’s interest with payment of the unsatisfiedamount of the judgment with interest. To the extent socharged, the judgment creditor has only the rights of anassignee of the member’s interest.

(3) Notwithstanding any other law, the remedyprovided by subsection (2) shall be the sole and exclusiveremedy available to a judgment creditor or other creditorof a member. A member’s interest may not be involuntarilysold, conveyed, transferred, foreclosed, charged or executedupon in contravention of this section.

(4) In any action to charge the interest of a memberbrought under this section, service of process must be madeupon the registered agent of the limited liability companyin accordance with the laws of Belize.

37. (1) Where it is proved beyond a reasonable doubtby a judgment creditor that: –

(i) the property transferred to the limited liabilitycompany by a member was so transferredby or on behalf of the member with intentto defraud that particular judgment creditor;

(ii) such member has not presented anysupervening legitimate purpose for suchtransfer; and

(iii) such member was insolvent at the time of suchtransfer,

then such transfer shall not be void or voidable, but thelimited liability company shall be liable to satisfy thecreditor’s claim to the extent of the interest that the member

Fraudulentconveyance.


had in the property prior to transfer including anyaccumulation to the property after such transfer.

(2) No action or proceeding shall lie in connectionwith a transfer to a limited liability company in pursuanceof subsection (1) or otherwise and a transfer to a limitedliability company shall not be fraudulent as against aparticular creditor of a member after the earlier of: (1)the expiration of one year from the date of the formationof the limited liability company; or (2) if such a transfertakes place after two years after the earliest cause of actionarose.

(3) Where a limited liability company is liable tosatisfy a creditor’s claim in the manner provided insubsection (1), that creditor’s rights to recovery shall belimited to the property transferred to the limited liabilitycompany or to the proceeds of that property to the exclusionof any claim, right or action against any member or anyother property of the limited liability company.

(4) For the purposes of this section, the burden ofproof of the member’s intent to defraud the creditor lieswith the creditor.

(5) The provisions of this section shall apply to allfraudulent conveyances, actions and proceedings broughtin any court in Belize, however described, against anyperson (whether a party to the proceeding or not) and theremedy conferred by subsection (1) shall be the sole andexclusive remedy available in such an action or proceedingto the exclusion of any other relief or remedy against anyparty to the action or proceeding.

(6) Failure by a creditor to present all claims arisingout of any controversy and join all parties with a materialinterest shall prevent that creditor from presenting suchclaims and bringing an action against such parties in asubsequent proceeding.


(7) Every creditor shall, before bringing an actionor proceeding against any limited liability company propertygoverned by this Act, shall first deposit with the SupremeCourt Registry an amount equal to half of the amountclaimed or fifty thousand dollars, whichever is greater,for securing the payment of all costs as may become payableby the creditor.

(8) As used in this section: –

“creditor” means a person who has obtained ajudgment from the Supreme Court for specifiedmonetary damages;

“entity” means an incorporated association ownedby one or more persons that have limited liabilityfor the debts of the business, including a trustor foundation, that is formed or continued underthe laws of any jurisdiction;

“insolvent” means that immediately after thetransfer of the property to the limited liabilitycompany, the member’s liabilities exceeded hisassets taking into consideration the fair marketvalue of those assets and liabilities at that time;

“intent to defraud” means that an individual actswilfully, and with the actual specific intent todeceive or cheat, for the purpose of causingfinancial loss to the particular creditor bringingthe action, or to bring some financial gain tohimself; the intent to defraud a creditor will notbe imputed by reason only that the transfer: –

(i) was made to an insider or related party;or

(ii) was made without consideration; or

(iii) made the member insolvent;


“person” means an individual or entity;

“transfer” means the conveyance or dispositionof property from one person to another or thesettlement or initial contribution to an entity, butdoes not include transfer in exchange for capitalinterest in a limited liability company.

38. (1) Only judgments delivered by a court within Belizeshall be enforceable against a limited liability companygoverned by this Act or any manager or member thereofin relation to matters governed by this Act.

(2) For the purposes of this section, judgmentsemanating from Belize shall include decisions rendered inappellate courts not located in Belize but where suchdecisions relate to actions commenced in a court in Belize.

39. A member of a limited liability company, solely byreason of being a member, is not a proper party toproceedings by or against a limited liability company unlessthe object is to enforce a member’s right against or liabilityto the limited liability company or except as provided inthis Act.

40. The limited liability company shall be a proper plaintiffin a suit to assert a legal right of the limited liability companyand a proper defendant in a suit to assert a legal rightagainst the limited liability company; and the naming ofa member, manager or employee of the limited liabilitycompany as a party to any suit in order to represent thelimited liability company is subject to a motion to dismissif such party is the sole party to sue or defend, or subjectto a motion for misjoinder if such party is joined withanother party who is a proper party and has been joinedonly to represent the limited liability company.

Enforcementof judgments.

Parties toactions.

Limitedliabilitycompany asproper partyto action.


PART V

CONTRIBUTIONS AND DISTRIBUTIONS

41. (1) An interest in a limited liability company maybe issued in exchange for a capital contribution, anenforceable promise to make a capital contribution in thefuture, for a promise to perform services, or any combinationthereof.

(2) Unless otherwise provided in an operatingagreement, the agreement or consent of all the membersis necessary to fix or modify the amount and characterof the capital contribution that a member shall make orshall promise to make in exchange for an interest in thelimited liability company.

42. (1) A promise by a member to make a capitalcontribution to the limited liability company is not enforceableunless set out in writing and signed by the member.

(2) Unless otherwise provided in an operatingagreement, a member or his estate is obligated to the limitedliability company to perform any enforceable promise tomake a capital contribution, including a promise to performservices, even if the member is unable to perform becauseof death, disability or any other reason. If a member doesnot make a required capital contribution when due, themember is obligated at the option of the limited liabilitycompany to contribute cash equal to the value of that portionof the promised capital contribution that has not been madeor to forfeit his membership interest. This option is inaddition to, and not in lieu of any other rights, includingthe right to specific performance, that the limited liabilitycompany may have against the member under the articlesof organisation, an operating agreement or applicable law.

Capitalcontributions.

Liability forcontributions.


(3) Except as provided in an operating agreement,a member’s obligation to make a required capital contributionmay be compromised or released only with the writtenconsent of all members. The obligation is not assignableto, nor enforceable by, a third party creditor of the limitedliability company or any other party unless the memberhas specifically agreed or consented to such assignmentenforcement in writing.

(4) On the failure of a member to make a promisedcapital contribution when due, the limited liability companymay enforce the member’s obligation by appropriate legalaction for damages for breach of contract or for specificperformance, and the limited liability company may exerciseand enforce additional rights and remedies as may beprovided under an operating agreement in the event ofany such failure, including the termination of a member’sinterest, but subject to the applicable law regarding theenforcement of contracts.

43. (1) A limited liability company may make distributionsof cash or other property to its members before thedissolution and winding up of the limited liability companyto the extent, and at the times, or on the occurrence ofthe events specified in an operating agreement, or if anoperating agreement does not so specify, pursuant to theprovisions of this Act.

(2) Distributions of cash or other property to membersfrom a limited liability company before the dissolution andwinding up of a limited liability company shall be sharedamong the members and among classes of members in themanner provided in an operating agreement. If an operatingagreement does not so provide, distributions shall be sharedamong the members in the following order: –

(a) distributions shall be shared among themembers in proportion to their respectivecapital accounts;

Interimdistributions.


(b) other distributions shall be shared by themembers in proportion to their respectivemembership interests.

(3) For purposes of subsection (2) of this section,a capital contribution other than a cash contribution hasthe value determined in the manner prescribed in anoperating agreement. If an operating agreement does notspecify the value of any such capital contribution and doesnot prescribe the manner for determining its value: –

(a) the value of a capital contribution of a promiseto perform services is zero;

(b) the value of a capital contribution of real orpersonal property other than cash is the fairmarket value of the property at the time ofits transfer to the limited liability company;

(c) the value of a capital contribution of the useof property is the fair market value of theuse of the property during the period thatthe limited liability company enjoyedpossession or use of the property;

(d) the value of a promise to make a cashcontribution at some time in the future isdeemed to be zero until the cash is actuallycontributed; and

(e) the value of any other capital contributionother than cash or as enumerated in thissection is deemed to be zero.

(4) For purposes of this section, the term “distribution”shall not include amounts constituting reasonablecompensation for present or past services or reasonablepayments made in the ordinary course of business pursuantto a bona fide retirement plan or other benefits program.


44. (1) Except as otherwise provided in an operatingagreement: –

(a) a member, regardless of the nature of suchmember’s contribution, has no right to demandand receive a distribution from a limitedliability company in any form other than cash;

(b) a member may not be compelled to accepta distribution of any property other than cashfrom the limited liability company unless themember receives an undivided ownershipinterest in the property that is in the samepercentage as he would have shared in a cashdistribution equal to the value of the propertyat the time of distribution.

45. At the time a member becomes entitled to receive adistribution, that member has the status of and is entitledto all remedies available to a creditor of the limited liabilitycompany with respect to the distribution.

46. (1) A limited liability company shall not make adistribution to a member to the extent that at the time ofthe distribution, after giving effect to the distribution, allliabilities of the limited liability company would exceedthe fair value of the assets of the limited liability company,except that: –

(a) liabilities to members and former membersunder sections 43 and 47 shall be excluded;

(b) liabilities for which the recourse of creditorsis limited to specified property shall beexcluded, provided the fair value of suchrecourse property is reduced by the recourseliability; and

Distribution inkind.

Status as acreditor.

Limitation ondistributions.


(c) contingent liabilities shall be excluded.

(2) The limited liability company may base adetermination that a distribution is not prohibited undersubsection (1) of this section on any of the following: –

(a) financial statements prepared on the basis ofgenerally acceptable accounting practices(GAAP) and principles that are reasonablein the circumstances;

(b) a fair valuation or other method that isreasonable in the circumstances;

(c) an analysis of contingencies that is reasonablein the circumstances.

(3) The effect of a distribution under subsection (1)of this section is measured either as of the date thedistribution is authorised if the payment occurs within onehundred twenty days after the date of authorisation or asof the date the payment is made if it occurs more thanone hundred twenty days after the date of authorisation.

(4) If a member receives a distribution with respectto his interest in a limited liability company in violationof this Act or an operating agreement, he or it is liableto the limited liability company for a period of two yearsthereafter for the amount of the wrongful distribution. Anaction to recover a wrongful distribution under this sectionmay be brought in any court of competent jurisdiction solong as it is commenced within the said period.

47. On any event of withdrawal of a member, except asotherwise provided in an operating agreement, neither thewithdrawn member nor the withdrawn member’s personalrepresentatives, successors and assigns have the right toreceive any distribution by reason of the withdrawal, but

Distributionson withdrawal.


do have the rights of an assignee of the withdrawnmember’s interest in the limited liability company to receivedistributions with respect to the member’s interest duringany continuation of the business of the limited liabilitycompany and during and on completion of winding upless any damages recoverable against the withdrawnmember if the event of withdrawal violated this Act oran operating agreement.

48. On the winding up of a limited liability company, itsassets shall be applied and distributed in the followingorder: –

(a) to the Government of Belize for any outstandingtaxes, fees or charges;

(b) to a registered agent or other company serviceprovider in Belize for outstanding fees anddisbursements;

(c) to employees (including managers) foroutstanding wages;

(d) to creditors, including members who arecreditors, to the extent permitted by law, insatisfaction of liabilities of the limited liabilitycompany other than liabilities for distributionsto members and former members undersections 43 or 47. If the liabilities of thecompany exceed its assets, the manager mayapply the assets of the company in whatevermanner the manager deems most appropriateand the manager may prefer one or morecreditors, including creditors who are membersor managers, over other creditors;

(e) except as provided in an operating agreement,to members and former members in satisfaction

Distributionon winding up.


of liabilities for distributions under section43 or 47;

(f) to the members in the manner provided insection 43(2).

49. The items of profits, losses, deductions and creditsof a limited liability company shall be allocated among themembers and among classes of members in the mannerprovided in an operating agreement. If an operatingagreement does not so provide, profits and credits shallbe allocated among the members according to the mannerin which they share in distributions that exceed therepayment of their capital contributions, and losses anddeductions shall be allocated among the members accordingto the relative capital contributions that they have madeor promised to make in the future.

PART VI

MEMBERS

50. (1) At the time the limited liability company isformed, a person becomes a member upon compliance withthe operating agreement.

(2) A person may be admitted as an additionalmember as follows: –

(a) if a person is acquiring an interest in thelimited liability company directly from thelimited liability company, on the manager’swritten acknowledgment or acceptance of theperson’s admission under the applicableprovisions of an operating agreement, or ifan operating agreement does not so provide,on the consent of all members;

Sharing ofprofits andlosses.

Admission ofmembers.


(b) if the person is an assignee of all or part ofa member’s interest in a limited liabilitycompany, on the terms provided in an operatingagreement or, if an operating agreement doesnot so provide, on the approval or consentof all members;

(c) if the person is an assignee of an interest inthe limited liability company of a memberwho has the power under an operatingagreement to grant the assignee the right tobecome a member, on the exercise of thepower in compliance with all conditionsgoverning the member’s exercise of the power;

(d) if there are no members and all of theassignees consent in writing to the admissionof one or more persons as a member ormembers, unless otherwise provided in theoperating agreement.

(3) A limited liability company may, but need not,have more than one member.

51. (1) Members’ interests in a limited liability companymay be: –

(a) of one or more classes or one or more serieswithin any class thereof;

(b) with voting powers, full or limited, or withoutvoting powers; and

(c) with such designations, preferences, rights,qualifications, limitations or restrictionsthereon as shall be stated in the operatingagreement.

Classes andseries ofmembers’interests.


(2) A limited liability company may provide in itsoperating agreement for one or more classes or series ofmembers’ interests which are redeemable, in whole or inpart, at the option of the limited liability company at suchprice or prices, within such period and under suchconditions as are stated in the operating agreement.

(3) Unless otherwise provided in an operatingagreement, a member’s interest in a limited liability companyshall only be one class or series with the same rights andresponsibilities for all members.

52. (1) The members of a limited liability company mayadopt an operating agreement containing such provisionsas they deem appropriate. Such operating agreement shallbe in writing and unless otherwise provided by theoperating agreement, all or part of an operating agreementmay be subsequently repealed or amended by agreementor consent of all of the members or, to the extent anoperating agreement so provides, by all the managers ora specified number of the members or managers.

(2) An operating agreement governs relations amongand between the members and the managers and the limitedliability company and may contain any provision that isnot contrary to law and that relates to the business of thelimited liability company, if any, the conduct of its affairs,its rights, duties or powers and the rights, duties or powersof its members, managers, officers, employees or agentsincluding: –

(a) whether the management of the limited liabilitycompany is vested in one or more managersand, if so, the powers to be exercised bymanagers;

(b) providing for classes or groups of memberswith various rights, powers and duties and

Operatingagreement.


providing for the future creation of additionalclasses or groups of members with relativerights, powers and duties superior to, equalto, or inferior to existing classes and groupsof members;

(c) the exercise or division of management orvoting rights among different classes or groupsof members or managers on a per capita orother basis;

(d) with respect to any matter requiring a vote,approval or consent of members or managers,provisions relating to notice of the time, placeand purpose of any meeting at which thematter is to be voted on, waiver of notice,action by consent without a meeting, theestablishment of a record date, quorumrequirements, authorisations by proxy or anyother matter concerning the exercise of anyvoting or approval rights;

(e) restrictions on the transfer of and optionrights to acquire or sell any member’s interestin the limited liability company.

(3) The Court may enforce an operating agreementby injunction or by any other relief that the Court in itsdiscretion determines to be fair and appropriate in thecircumstances.

53. Unless otherwise specified in an operating agreement,any action may be taken by the members or managers,as the case may be, by a consent in writing, stating theaction so taken and signed by all the members or managers.Unless provided otherwise in the operating agreement, amember, but not a manager, may designate in writinganother person or persons who may act as his proxy on

Action bywrittenconsent;Proxies.


any matter or business of the company. Neither a managernor the company shall honour any proxy executed as aresult of an event of duress as defined in section 2.

54. (1) Except as otherwise provided by the operatingagreement, members of a limited liability company shallnot voluntarily transfer all or any part of their respectivemember interests at any time without the prior writtenconsent of all the managers or of the manager, if thereis one, and, if not, all the non-transferring members.

(2) Unless otherwise provided in the operatingagreement, any transfer by a member of all or any partof such member’s interest in the company shall be subjectto the option provision set forth in section 56 hereof (subjectto the exception set forth in subsection (3) of this section).

(3) Where a member transfers his membership interestby gift or bequest to such member’s immediate family orto a trust established by such member for the benefit ofsuch member or such member’s spouse or lineal descendantsor to another entity owned or controlled by the memberor his family, such transfer shall not be subject to the optiondescribed in section 56 but shall be subject to all of theother provisions of this Part.

55. (1) Unless otherwise provided in the operatingagreement, in the event a member transfers all or any partof such member’s interest in the company in compliancewith section 54(1) or such interest is transferred becauseof an act or event described in section 59 below, thetransferee of such member’s interest shall not have theright to become a substituted member of the limited liabilitycompany unless:–

Interest inlimitedliabilitycompany;transferabilityof interest.

Substitutedmember.


(a) for a transfer to be in compliance with section54(1), a duly executed and acknowledgedwritten instrument of transfer must be deliveredto the company setting forth the intention ofthe transferor that the transferee become asubstituted member in his place;

(b) such transferee pays all reasonable expensesconnected with such substitution;

(c) the non-transferring members unanimouslyconsent, in writing, to the substitution of suchtransferee as a substituted member, the grantingor denial of such consent being within the soleand absolute discretion of the non-transferringmembers; and

(d) a written instrument is duly executed by thetransferee agreeing to be bound by the termsof the limited liability company’s operatingagreement.

(2) Upon admission to the limited liability companyas a substituted member, such transferee shall have thesame member interest, the same rights in and to all distribu-tions made by the company in liquidation or otherwise,the same duties, including without limitation, duties to makecontributions to the capital of the company, and the sameshare of the company’s capital, profits, losses and otherdistributive items, if any, as the transferring member had,prior to such transfer, with respect to the transferredinterest in the company.

(3) Unless otherwise agreed in the operatingagreement, upon the transfer and substitution of thetransferring member’s interest in a limited liability companyduring any fiscal year, net profits, net losses, and eachitem thereof attributable to the transferred member interest


for such period shall be divided and allocated betweenthe transferring member and the transferee by taking intoaccount their varying member interests during the period,using any conversion permitted by law and approved bythe members. All distributions on or before the date ofsuch transfer shall be made to the transferring memberand all distributions thereafter shall be made to the transferee.

(4) Solely for purposes of making such allocationsand distributions, a limited liability company shall recognizesuch transfer not later than the end of the calendar monthduring which the members consented to such transfer,provided that if the company does not receive a noticestating the date such interest was transferred and such otherinformation as the members may require within thirty (30)days after the end of the accounting period during whichthe transfer occurs, then all such items shall be allocated,and all distributions shall be made, to the person who,according to the books and records of the company, onthe last day of the accounting period during which thetransfer occurs, was the owner of the member interest.Neither the company nor any other member shall incurany liability for making allocations and distributions inaccordance with the provisions of this section, whetheror not any member or the company had knowledge of anytransfer of ownership of any member interest.

(5) Upon substitution of a member in compliance withthis section, the substituted member shall have all the rights,duties and responsibilities that the transferor had prior tothe substitution. Upon the substitution of a member, thetransferor shall have none of the rights of a member, buthis duty to maintain confidential information shall not abate.

(6) Unless otherwise provided in the operatingagreement, in the event a member voluntarily or involuntarilytransfers, all or any part of such member’s interest in the


limited liability company in violation of any of the provisionsof this Part or an operating agreement, the transferor shallremain a member for all purposes other than in relationto distribution rights. The transferee of such member’sinterest shall have the status of an assignee and nothingmore.

56. Unless otherwise provided in the operating agreement,in the event that any member desires to dispose of all orany portion of his member interest to a third party, (inwhich event such transferring member shall give writtennotice to each non-transferring member of such desire todispose of his member interest and the terms and conditionsupon which such interest is proposed to be disposed), suchmember shall sell such member interest as hereinafter setforth. This section shall not apply to transfers describedin section 54(3).

(2) The non-transferring members shall have theright, but not the obligation, to purchase all, but not lessthan all, of the transferring member’s interest offered forsale.

(3) The option granted pursuant to this section shallonly be effective if the non-transferring members elect topurchase all of the transferring member’s interest offeredfor sale. A majority-in-interest of the non-transferringmembers may elect to have the company, in lieu of thenon-transferring members, purchase all of such transferringmember’s interest offered for sale in which event thecompany shall purchase such member interest as set forthin this section and references to the purchasing membersshall be deemed references to the company.

(4) Such option shall be exercised by notice to thetransferring member within ninety (90) days after thereceipt of the transferring member’s notice.

Option topurchasecompanyinterests.


(5) Unless otherwise provided in the operatingagreement, the purchase price for the member interest ofthe transferring member purchased by the other membersshall be that price and upon such terms and conditionsas offered to a third party.

(6) In the event that the transferring member’s memberinterest is not purchased by the non-transferring member(s)(or the company) pursuant to this Part, the transferringmember may transfer such interest to the person originallyoffered for sale. However, such third party shall notbecome a member of the company without compliance withthe other provisions of the operating agreement or, in theabsence of an operating agreement, this Act.

57. An assignee of the member’s interest shall in no eventhave any right to interfere or inquire into the managementor the administration of the limited liability company, itsbusiness (if any) or affairs, to amend the operating agreementor the articles of organisation or to vote in respect thereofor to act as a manager or to become a substituted memberexcept as may otherwise be provided herein. An assigneeshall only have the right to receive distributions attributableto the member’s interest in the limited liability company,if and to the extent any are made, along with allocationsof profits and losses attributable to the member’s interestin the company in accordance with the allocation provisionsset out in this Act or an operating agreement. Distributionsshall be subject to the exclusive discretion of the manager,or if there is no manager, the members. Any such assigneemay not maintain any action against the limited liabilitycompany, its manager or members except in the Courtand for the sole purpose of determining whether suchassignee has received its proper share of distributions.

Rights ofassignees.


PART VII

TERMINATION OF MEMBERSHIP

58. (1) Unless otherwise provided in an operatingagreement, a member may not withdraw without theconsent of all members. If a member attempts to withdraw,the limited liability company has the right, but not theobligation, to purchase such member’s interest and suchmember shall sell its interest to the company at a priceequal to the lesser of the sum of the withdrawing member’scapital contributions or the value of the withdrawingmember’s capital account.

(2) Such price shall be paid in cash to the withdrawingmember within one hundred and eighty days of withdrawaland will constitute full liquidation of the member’s capitalaccount and membership interest. Unless otherwise agreedby an operating agreement, if such withdrawing memberhas not received full payment for his or her interest withinone hundred and eighty days, he or she shall have theright to enter into a buy-sell agreement with an outsidethird party for the sale of his or her member interestprovided that such buy-sell agreement is approved by theunanimous consent of the remaining members.

(3) Absent exercise of the option set forth in thissection, an attempt at withdrawal shall have no effect otherthan the member attempting to withdraw shall lose his rightto vote on any matter.

59. (1) A member whose interest is disturbed by any ofthe following events shall remain a member of the limitedliability company for all purposes; however, the trustee,creditor or other person acquiring an order or writ shallbe treated as an assignee and nothing more: –

(a) an assignment for the benefit of creditors;

Withdrawal ofmembers.

Involuntarytransfers.


(b) an adjudicated bankrupt or insolvent;

(c) the appointment of a trustee, receiver orliquidator of the member or of all or anysubstantial part of his property;

(d) levy, execution, garnishment, attachment,charging order or any other similar remedy;

(e) mareva injunction or order or other similarwrit or order.

(2) Unless otherwise provided in an operatingagreement, a member ceases to be a member:

(a) if the member is an individual, upon his death;

(b) if the member is acting as a member by virtueof being a trustee of a trust, the terminationof the trust but not merely the substitutionof a new trustee;

(c) if a member is a general or limited partnership,the dissolution and commencement of windingup of the partnership, but an operatingagreement may permit a partnership to remaina member until it ceases to exist as a legalentity;

(d) if a member is an entity, the filing of acertificate or articles of dissolution or itsequivalent for the entity or revocation of itscharter, but an operating agreement maypermit an entity to remain a member untilit ceases to exist as a legal entity;

(e) if a member is an estate, the distribution bythe fiduciary of the estate’s entire interest in


the limited liability company, but an operatingagreement may permit the estate to remaina member until all distributees of the member’sinterest have been admitted as members.

(3) Unless otherwise provided in an operatingagreement, the person to whom a membership interest istransferred or devolves by operation of law after an eventdescribed in subsection (2) above shall have only the rightsof an assignee unless substituted as a member under section55.

60. (1) A member may be expelled from membershipin the limited liability company by vote of the other membersif: –

(a) the member materially breaches an operatingagreement and fails to cure the breach withina reasonable time after receiving notice ofthe breach (if cure is possible);

(b) the member is convicted of a crime for whichthe penalty on conviction is at least two years’imprisonment;

(c) the member engages in fraudulent or illegalactions in relation to the business or internalaffairs of the limited liability company; or

(d) the member defaults in performance or failsto comply with any agreements, obligationsor undertakings of a member as set forth inthe operating agreement.

(2) Immediately upon expulsion, an expelled memberceases to be a member and shall cease to have any right,duty or liability as a member and: –

Expulsion of amember.


(a) in a dissolution, a member whose interest hasbeen terminated shall be entitled to the returnof his capital account in the limited liabilitycompany, only after all the other membershave received a full distribution of the amountin their capital accounts;

(b) upon termination, the member’s interests inthe profits and losses of the limited liabilitycompany shall (along with the affiliated votingrights and rights to distributions) beautomatically reallocated to the non-defaultingmembers in proportion to the balance of theircapital accounts on the date of termination;

(c) the member’s duty to maintain theconfidentiality of Confidential Information(as defined in section 62(6)) shall not abate.

(3) A member may be expelled from membershipin the limited liability company by the affirmative vote ofa majority in interest of the members as provided in section64. The requirements for a quorum and a majority ofthe members with respect to such a vote shall be calculatedby disregarding the majority interest of the member whomay be expelled.

61. The company shall have the right to require, at itssole discretion, to purchase the interest of the terminatedmember for its fair market value, after taking into accountthe effect of section 60 above, and upon other reasonablepurchase terms.

Right of pre-emption ofthe company.


PART VIIIMANAGEMENT

62. (1) Unless the articles of organisation of a limitedliability company provide that management is vested inone or more members:–

(a) each manager is an agent of the limitedliability company for the purpose of carryingon the ordinary course of limited liabilitycompany’s business;

(b) a member is not an agent of the limited liabilitycompany for the purpose of its business solelyby reason of being a member except to theextent that authority has been delegated tothe member by the manager or by theprovisions of an operating agreement.

(2) If the articles of organisation of a limited liabilitycompany provide that management is vested in one or moredesignated members: –

(a) each designated member is an agent of thelimited liability company for the purpose ofcarrying on the ordinary course of companybusiness;

(b) the act of each designated member, includingthe execution in the name of the limitedliability company of any instrument, in theordinary course of business of the limitedliability company, binds the limited liabilitycompany unless the acting member has in factno authority to act for the limited liabilitycompany in the particular matter and theperson with whom he is dealing has actualor constructive knowledge of the fact that themember has no such authority.

Member ormanager asagent.


(3) An act of a member or manager that is notapparently in the ordinary course of business practices oroperations of the limited liability company does not bindthe limited liability company unless authorised in fact bythe limited liability company.

(4) An act of any member, manager, employee,officer or other agent of a limited liability company inviolation of a restriction on authority does not bind thelimited liability company to persons who knew or shouldhave known of the restriction.

(5) Each member, whether acting as a member oras a manager:–

(a) shall maintain Confidential Information (asdefined in subsection (6)) of this section inconfidence;

(b) except as required in conducting the businessand internal affairs of a limited liabilitycompany, shall not disclose ConfidentialInformation to any third party without theauthorisation of the manager;

(c) shall make copies of documents and othermedia containing Confidential Informationonly for the benefit of the limited liabilitycompany;

(d) shall use Confidential Information only forthe benefit of the limited liability company;and

(e) upon ceasing to be a member or manager,shall return to the limited liability companyall documents and other media containingConfidential Information.


(6) Confidential Information means: –

(a) the terms of an operating agreement of thelimited liability company; provided that amember or manager may disclose those termson a confidential basis to his or her spouseand professional advisers;

(b) information that the limited liability companymaintains in confidence and that has actualor potential economic value to the limitedliability company because it is not generallyknown to others and is not readily ascertainableby them, which information shall include,without limitation:

i. financial information relating to thelimited liability company;

ii. information relating to the limited liabilitycompany’s marketing and business plansand strategies;

iii. information concerning the design andmanufacturer of Company products andconcerning the method of providinglimited liability company services;

iv. information in limited liability companypersonnel files and similar filesconcerning limited liability companymembers;

v. information entrusted to the limitedliability company in confidence by thirdparties; and

vi. information reasonably designated bythe manager orally or in writing asConfidential Information.


(7) Subsection (6) above shall not apply toinformation:–

(a) which enters the public domain through nofault of a member; or

(b) whose disclosure is required by order of acourt of competent jurisdiction or by orderof the Registrar.

63. (1) Unless the articles of organisation provide thatmanagement of the limited liability company is vested inone or more members, management of the limited liabilitycompany is vested in one or more managers, subject toany provision in an operating agreement restricting orenlarging the management rights or responsibilities of oneor more managers.

(2) If the articles of organisation provide thatmanagement of the limited liability company is vested inone or more managers, management of the limited liabilitycompany is vested in a manager or managers, subject toany provisions in an operating agreement or managementagreement restricting or enlarging the management rightsor responsibilities of one or more managers or classes ofmanagers or reserving specified management rights to themembers or classes of members. A manager need not bea member of the limited liability company unless otherwiserequired by an operating agreement.

(3) A manager shall be designated or elected andmay be removed or replaced in the manner provided inan operating agreement or, in default thereof as set forthin this section. A manager also holds the office and hasthe responsibilities that are accorded to the manager bythe members and that are provided in an operating agreementor management agreement. If an operating agreement doesnot provide a manner for designating or electing additional

Managementof limitedliabilitycompany;definition.


or replacement managers, on the withdrawal or resignationof a manager, management of the limited liability companycontinues to be vested in the remaining managers, or ifthere are no remaining managers, management is vestedin one or more new managers appointed, designated orelected as set forth in section 65 below.

64. (1) Except as provided in an operating agreement,the affirmative vote, approval or consent of all membersis required to:

(a) adopt, amend, amend and restate or revokean operating agreement or authorise atransaction, agreement or action on behalfof the limited liability company that violatesan operating agreement;

(b) issue an interest in the limited liability companyto any person;

(c) approve a plan of merger or consolidationof the limited liability company with or intoone or more business entities;

(d) authorise an amendment to the articles oforganisation that changes the status of thelimited liability company from or to one inwhich management is vested in a manageror managers to or from one in whichmanagement is reserved to the members;

(e) reorganise or reform the limited liabilitycompany into a different form of entity;

(f) change the tax status of the limited liabilitycompany in any jurisdiction.

Voting.


(2) Except as provided in an operating agreement,the affirmative vote, approval or consent of a majority ofthe members, or if management of the limited liabilitycompany is vested in one or more managers, the affirmativevote, approval or consent of the sole manager or a majorityof the managers, is required to: –

(a) resolve any difference concerning mattersconnected with the business of the limitedliability company;

(b) authorise the distribution of limited liabilitycompany cash or property to the members;

(c) authorise the limited liability company torepurchase all or part of any member’sinterest in the limited liability company fromthat member;

(d) authorise an amendment to the articles oforganisation pursuant to section 25(3).

(3) For purposes of this Act, a majority of managersconsists of more than one-half of the managers voting oftheir own free will and without duress or compulsion. Inany matter relating to the company when a vote of themanagers is required, votes cast by managers acting underduress and not of their own free will shall not be consideredfor any purpose.

(4) For the purposes of this Act, a majority of themembers consists of more than fifty percent of the membersinterests voting the interest in those shares of their ownfree will and without duress or compulsion. In any matterrelating to the company when a vote of the member isrequired, votes cast by members acting under duress andnot of their own free will shall not be considered for anypurpose.


(5) The rights of the manager shall be specific tothe individuals or companies named as manager and noright of any kind, including the right to act by or for thecompany, shall accrue to any voluntary or involuntarytransferee. Except as provided in an operating agreement,the manager shall serve as manager until such manager’sdeath, legal incapacity (including those events listed insection 65 below), dissolution, termination or liquidationas the case may be. A manager may resign at any timeupon giving ten (10) days written notice to the membersand to the registered agent.

65. (1) Upon the happening of any event of duress orany of the events listed in subsection (2) below, the manageror managers who reside in or are domiciled in a givencountry shall be automatically and immediately removedfrom office with no powers, authorities or benefits heldby the managers so removed.

(2) The enumerated events referred to in subsection(1) above are as follows: war, invasion, or revolution;confiscation or expropriation of assets, either with orwithout compensation; the mandatory liquidation ordissolution of existing managers; the mandatory replacementof existing managers or the placing of limitations on thepowers of managers other than in accordance with the termsor provisions hereof or of a management agreement oroperating agreement; devaluation or inconvertibility of thecurrency in which company assets are held; seriousgovernmental threat to the ownership or free transfer ofprivate property by citizens of the jurisdiction in whichthe manager or majority of managers reside; the threatof or the actual suspension or abrogation in whole or inpart of the operating agreement of the limited liabilitycompany; compulsory conversion of the company assetsinto the currency of the jurisdiction in which the manageror majority of managers reside; the threat of or the actualcompulsion of the managers to sell, transfer or otherwise

Emergencymanager.


dispose of company assets in a manner inconsistent withthe terms and provisions of the operating agreement ofthe company or this Act.

(3) The removal of the managers pursuant to thepowers given in this section shall be effective immediatelyupon notice of any precipitating event given to the managersso removed.

(4) If, immediately before a manager ceases to bea manager for any reason, there was more than onemanager, the remaining manager or managers may carryon the business of the company without replacement orthe remaining manager or managers may ask the membersto elect a successor. If at any time there is no manager,the members shall promptly elect a successor.

(5) A successor manager shall be appointed by a voteof a majority of the members as soon as practicable. Inthe event every member is unable or unwilling to voteor is acting under an event of duress or not of his or itsown free will, the registered agent shall become themanager.

(6) Notwithstanding any other provision of this Actor of a limited liability company operating agreement ormanagement agreement, no manager, member or otherperson having authority, dominion or control over thelimited liability company property shall honour or carryout any instruction, order or request, including a revocation,termination, modification or amendment of the operatingagreement or management agreement, where such instructionis made, or which appears to be made, by such person,under pressure, force, duress or compulsion, includingany instrument, order, injunction, decree, or request madeby, or pursuant to, any judgment, order or instruction ofany court, tribunal, government office or agency outsidethe jurisdiction of Belize.


(7) A registered agent who becomes a manager byoperation of this section may be paid a reasonable fee forhis services as manager.

(8) A registered agent who becomes a manager byoperation of this section may appoint a new successor ormanager at such time and on such conditions as he maychoose, after conferring with the members. If the companyhas a succession committee, then the registered agent shallappoint as the successor manager or managers one or moreof the members of succession committee unless, to do so,would expose the company to an event of duress.

66. Unless otherwise provided in the operating agreement,managers may be natural persons, corporations, limitedliability companies, partnerships, trusts or foundations, orother business entities, of any nationality and need not bea resident of Belize or a member of the limited liabilitycompany.

67. Managers shall discharge the duties of their respectivepositions in good faith and with that degree of diligence,care and skill which prudent men would ordinarily exerciseunder similar circumstances in like position. In dischargingtheir duties, duly authorised members or managers, orofficers, as the case may be, when acting in good faith,may rely upon financial statements of the limited liabilitycompany represented to them to be correct by the managerof the limited liability company having charge of its booksor accounts, or stated in a written report by an independentpublic or certified public accountant or firm of suchaccountants fairly to reflect the financial condition of suchlimited liability company.

68. (1) Subject to the provisions of an operating agreement,a manager may, in the exercise of his sole and exclusivediscretion, elect to appoint one or more members of thelimited liability company to a succession committee for the

Qualificationof managers.

Standard ofcare to beobserved bymanagers.

Appointmentto successioncommittee.


purpose of preparing members who are not managers ofthe company to succeed the manager at some date in thefuture upon the occurrence of certain events.

(2) The rights and obligations imposed upon a memberof the succession committee are personal to such members.Unless otherwise provided in the operating agreement ofthe company, the transferee or assignee of an interest heldby a member acquires no rights in the member’s statusas a member of the succession committee. Unless otherwiseprovided in the operating agreement or the rules promulgatedby the Committee, the obligation of a member to serveon the succession committee shall survive the voluntaryor involuntary transfer of the member’s interest.

(3) A member shall decline or accept to serve ona succession committee in writing.

(4) Once a member accepts, in writing, the obligationto serve on a membership committee, such member maynot withdraw from the succession committee except asprovided in the operating agreement.

69. Subject to the provisions of an operating agreement,the manager shall, prior to, or contemporaneously withthe creation of the succession committee, adopt writtenrules governing the business of the succession committee.These rules may include any matter necessary or incidentalto the conduct of the business of the succession committee.

70. Neither the authority of a member to act on behalfof the company nor the liability of a member for the actsof the company shall be affected in any manner byacceptance of an appointment to the Succession Committee.

Successioncommitteerules.

Authority andliability ofmembers notaffected.


PART IX

DISSOLUTION

71. (1) A limited liability company is dissolved and itsaffairs shall be wound up upon the happening of the firstto occur of the following:

(a) at the time or upon the occurrence of an eventspecified in writing in the operating agreement;

(b) the written consent of all of the membersentitled to vote thereon;

(c) entry of a decree of judicial dissolution undersection 73;

(d) administrative dissolution as determined bythe Registrar under section 72.

(2) Unless otherwise provided in the operatingagreement, an assignment of an interest in a limited liabilitycompany does not of itself dissolve the limited liabilitycompany.

(3) Within one hundred and twenty days after anyof the events specified in subsection (1) (a) to (c) of thissection effecting the dissolution of the limited liabilitycompany occurs, the limited liability company shall filea written notice of dissolution and winding up with theRegistrar signed on behalf of the limited liability companyby a manager, if management of the limited liabilitycompany is vested in one or more managers, or by amember, if management of the limited liability companyis reserved to the members. The notice of dissolution andwinding up shall state all of the following: –


Dissolution.


(b) the date of filing the initial articles oforganisation;

(c) the date of dissolution;

(d) that the notice constitutes a notice of thedissolution of the limited liability companyand the commencement of winding up of itsbusiness and affairs;

(e) the reason for dissolution; and

(f) a statement that the records and documentsof the company shall be kept for a periodof six years from the date of the notice, thelocation at which they will be kept and theperson who shall have custody or access tosuch location.

72. (1) On the failure of a limited liability company topay the annual registration fee or other fees, or to maintaina registered agent for a period of 60 days, the Registrarshall remove the limited liability company from the Register.

(2) If the Registrar determines that grounds existunder this section for dissolving a limited liability company,he shall give written notice of his determination by mailaddressed to the registered agent of the limited liabilitycompany or to the principal place of business of the limitedliability company if the registered agent has resigned orotherwise ceases to act for the limited liability company.

(3) If the limited liability company does not correcteach ground for dissolution within 90 days after the serviceof the notice, the Registrar shall administratively dissolvethe limited liability company by issuing a certificate ofdissolution that recites the grounds for dissolution and itseffective date; and the Registrar shall thereafter removethe limited liability company from the Register.

Administrativedissolution.


(4) A limited liability company that is removed fromthe Register pursuant to subsection (1) may apply to theRegistrar to be restored to the Register within three yearsof the date of removal and dissolution. The applicationfor reinstatement shall both: –

(a) recite the name of the limited liability companyand the effective date of its administrativedissolution; and

(b) show either that the ground or grounds fordissolution did not exist or that the groundor grounds have been eliminated.

(5) If the Registrar determines that the applicationcontains the information required by subsection (4) of thissection, and that the information is correct, he may issuea certificate of reinstatement that recites this determinationand the effective date of reinstatement, file the originalof the certificate and mail a copy to the limited liabilitycompany addressed to its Registered Agent and restorethe company to the Register.

(6) When the reinstatement is effective, it relates backto and takes effect as of the effective date of the administrativedissolution and the limited liability company resumescarrying on its business as if the administrative dissolutionhad never occurred.

(7) Every limited liability company shall pay a feefor reinstatement to the Register as prescribed by regulations.

(8) A limited liability company which is not restoredto the Register within three years of the date of removalshall be deemed to have dissolved in accordance with thisPart.

73. (1) On application by or on behalf of a member, theCourt may decree dissolution of a limited liability company:–

Judicialdissolution.


(a) whenever it is not reasonably practicable tocarry on the business of the limited liabilitycompany in conformity with the operatingagreement;

(b) unless otherwise provided in an operatingagreement, the members or managers aredeadlocked in the management of the limitedliability company and irreparable injury tothe limited liability company is threatened orbeing suffered or the business of the limitedliability company cannot be conducted to theadvantage of the members generally becauseof the deadlock; or

(c) unless otherwise provided in an operatingagreement, the members or managers of thelimited liability company have acted or areacting in a manner that is illegal or fraudulentwith respect to the business of the limitedliability company or against public policy.

(2) The Court has full power to wind up and liquidatethe assets and business of a limited liability company andto appoint a receiver over the limited liability company:–

(a) on application by a limited liability companyafter dissolution to have its liquidationcontinued under the Court’s supervision;

(b) in an action filed by any member after theissuance of a judgment of dissolution asprovided in subsection (1).

74. After its dissolution, the limited liability company shallproceed to wind up the affairs of the company.

Effect ofdissolution.


Winding up ofaffairs oflimitedliabilitycompany.

75. (1) All limited liability companies, whether theyexpire by their own limitations or are otherwise dissolved,shall nevertheless be continued for such time as themembers deem reasonable for the purpose of prosecutingand defending suits by or against them, and of enablingthem gradually to settle and close their business, disposeof and convey their property, discharge their liabilities,and distribute to the members any remaining assets, butnot for the purpose of continuing the business for whichthe limited liability company was organised. With respectto any action, suit, or proceeding begun by or against thelimited liability company either prior to or within threeyears after the date of its expiration or dissolution, andnot concluded within such period, the limited liabilitycompany shall be continued beyond that period for thepurpose of concluding such action, suit or proceeding anduntil any judgment, order, or decree therein shall be fullyexecuted.

(2) Upon the dissolution of any limited liabilitycompany, the managers shall be trustees thereof, with fullpower to settle the affairs, collect the outstanding debts,sell and convey the property, real and personal, as maybe required by the laws of the jurisdiction where situated,prosecute and defend all such suits as may be necessaryor proper for the purposes aforesaid, distribute the moneyand other property among the members after paying oradequately providing for payment of its liabilities andobligations, and do all other acts which might be doneby the limited liability company, before dissolution, thatmay be necessary for the final settlement of the unfinishedbusiness of the limited liability company.

(3) At any time within three years after the filingof the articles of dissolution, the Court, in a specialproceeding instituted under this section, upon the petitionof the limited liability company, or of a creditor, claimant,manager, member, or organiser or any other person with


an interest, may continue the liquidation of the limitedliability company under its supervision and it may makeall such orders as it may deem proper in all matters inconnection with the dissolution or in winding up the affairsof the limited liability company, including the appointmentor removal of a receiver, who may be a manager or memberof the limited liability company.

(4) At the end of the period of dissolution as providedin this Part, articles of termination shall be filed with theRegistrar as provided in section 79.

76. (1) Except as provided in this section, after dissolutionof the limited liability company, each of the managershaving authority to wind up the limited liability company’sbusiness and affairs can bind the limited liability company:–

(a) by any act appropriate for winding up thelimited liability company’s affairs orcompleting transactions unfinished atdissolution; and

(b) by any transaction that would have boundthe limited liability company if it had not beendissolved, but only if the other party to thetransaction has notice of the dissolution.

(2) An act of a manager which is not binding onthe limited liability company pursuant to subsection (1)is binding if it is otherwise authorised by the limited liabilitycompany.

(3) An act which would be binding under subsection(1) or would be otherwise authorised but which is incontravention of a restriction on authority shall not bindthe limited liability company to persons having knowledgeof the restriction.

Agency powerof managersafterdissolution.


77. (1) At any time within 60 days prior to re-domiciliation,a limited liability company shall give notice requiring allcreditors and claimants, including any with unliquidatedor contingent claims and any with whom the limited liabilitycompany has unfulfilled contracts, to present their claimsin writing and in detail at a specified place and withinone year after the last publication of such notice.

(2) The notice shall also be published at least oncea week for four successive weeks in a newspaper of generalcirculation in Belize.

(3) On or before the date of the first publication ofnotice, the limited liability company shall send a copythereof by registered mail, to each person known to bea creditor of or claimant against the limited liabilitycompany at such person’s last known address.

(4) Any claims not filed within one year of the dateof last publication are barred.

(5) For the purposes of this section, filing a claimmeans:–

(a) complying with the provisions of the noticepublished; or

(b) commencing an action in the Court.

(6) The giving of notice shall not constitute arecognition that any person is a proper creditor or claimant,and shall not revive or make valid or operate as arecognition of the validity of, or a waiver of, any defenceor counter-claim in respect of any claim against the limitedliability company, its assets, managers or members, whichhas been barred by any statute of limitation or which hasbecome invalid by any cause, or in respect of which thelimited liability company, its members or managers haveany defense or counterclaim.

Settlement ofclaims againstlimitedliabilitycompany.


(7) Any claims which shall have been filed as providedin such notice and which shall be disputed by the limitedliability company may be submitted for determination tothe Court.

(8) Any person whose claim is, at the date of thefirst publication of the notice, barred by any statute oflimitations is not a creditor or claimant entitled to any noticeunder this section. The claim of any such person andall other claims which are not timely filed as provided inthe notice other than claims which are the subject oflitigation on the date of the first publication of such notice,and all claims which are so filed but are disallowed bythe Court, shall be forever barred as against the limitedliability company, its assets, members or managers.

(9) Notwithstanding anything in this section, claimsby the Government of Belize shall not be required to befiled under this Act, and such claims shall not be barredfor reason of not being so filed, and distribution of theassets of the limited liability company, or any part thereof,may be deferred until determination of any such claims.

78. Upon the winding up of a limited liability company, theassets shall be distributed in accordance with section 48.

79. (1) After dissolution and completion of winding upof the limited liability company pursuant to this Part, thelimited liability company shall file articles of terminationwith the Registrar in accordance with the provisions ofsection 4.

(2) The articles of termination shall set forth: –


(b) the date on which its articles of organisation,and all amendments thereto, were filed withthe Registrar;

Distribution ofassets uponwinding up.

Articles oftermination.


(c) the name and address of each of its managersor such other person having authority to windup the limited liability company’s businessand affairs.

PART X

MERGER AND CONSOLIDATION

80. (1) Whenever used in this Part:

“consolidation” means a procedure whereby anyone or more limited liability companies consolidatewith other limited liability companies or with otherentities into a new limited liability companyformed by the consolidation; such new limitedliability company must be a new entity organisedpursuant to this Act or other applicable law andshall not have existed prior to the consolidation;such entity shall be the consolidating entity;

“merger” means a procedure whereby any oneor more limited liability companies merge withor into other limited liability companies or otherbusiness entities to form a single limited liabilitycompany, such single limited liability companymust be one of the parties to the merger; and wherethe surviving entity is to be governed by theprovisions of this Act, at least one of the partiesto the merger must be a limited liability companyorganised and existing under this Act at the timeof the merger; such entity shall be the survivingentity;

“other entity” means a corporation, association,a real estate investment trust, or any otherunincorporated business, including a partnership,a limited partnership, limited liability partnership,

Merger orconsolidation.


a limited life company, and a foreign limitedliability company, but excluding a limited liabilitycompany organised or registered under this Act;

(2) Pursuant to a plan of merger or plan ofconsolidation, a limited liability company organised orregistered under this Act may be merged or consolidatedwith or into one or more such other limited liabilitycompanies or other business entities, as the plan shallprovide, being the surviving or consolidated limited liabilitycompany.

(3) In the case where one or more parties to themerger or consolidation are other entities formed in aforeign jurisdiction, such entities may be merged orconsolidated with one or more limited liability companiesorganised or registered under this Act if such merger orconsolidation is permitted by the laws of the jurisdictionunder which each such other entity is incorporated orregistered.

(4) The plan of merger or consolidation must setforth: –

(a) the name and jurisdiction of formation of eachentity that is a party to the merger;

(b) the name and address of the surviving orconsolidated limited liability company orother business entity;

(c) the registered office and principal place ofbusiness of the surviving limited liabilitycompany;

(d) nature of the business activity that will beconducted, if any; and


(e) the terms and conditions of the proposedmerger or consolidation, including the mannerand basis of converting the interests of eachparty to the merger or consolidation intointerests, bonds or other securities of thesurviving or consolidated entity, or the cashor other consideration to be paid or deliveredin exchange for such interests, or a combinationthereof.

(5) In the case of a limited liability company organisedor registered under this Act that is a party to the mergeror consolidation, unless a greater majority is otherwiserequired in the operating agreement, the plan of mergeror consolidation shall be consented to by a majority ofthe members of such limited liability company who areentitled to vote thereon. All other parties to the said mergeror consolidation shall authorise the merger or consolidationpursuant to applicable law.

(6) After approval of the plan of merger orconsolidation, but before it takes effect, the plan may beterminated or amended pursuant to a provision for suchtermination or amendment within the plan.

(7) After approval of the plan of merger orconsolidation, articles of merger or consolidation shall beexecuted in duplicate on behalf of each party to the mergeror consolidation and shall set forth:–

(a) the plan of merger or consolidation dulyapproved, and, in case a limited liabilitycompany organised or registered under thisAct is the surviving or consolidated entity,a statement in the articles of merger orconsolidation that such limited liabilitycompany organised or registered under thisAct is the surviving or consolidating entity;


(b) for each limited liability company organisedor registered under this Act and which is aparty to the merger or consolidation, the dateon which the articles of organisation of eachsuch limited liability company were filed withthe Registrar;

(c) the effective date of the merger orconsolidation, subject to subsection (1) ofsection 81, if not effective upon filing; and

(d) the manner in which the merger orconsolidation was authorised with respect toeach party to the merger or consolidation.

(8) The articles of merger or articles of consolidationshall be filed with the Registrar in accordance with theprovisions of section 4.

(9) If the surviving or consolidated limited liabilitycompany is to be governed by the laws of any jurisdictionother than Belize: –

(a) it shall file with the Registrar articles ofmerger or consolidation together with acertificate of merger or consolidation issuedby the appropriate official of the foreignjurisdiction;

(b) the effect of such merger or consolidationshall be the same as in the case of the mergeror consolidation of limited liability companiesincorporated or registered under this Actexcept in so far as the laws of such otherjurisdiction provide otherwise;

(c) the effective date of a merger or consolidationshall be determined by the filing requirementsand laws of such other jurisdiction;


(d) the effective date of the merger or consolidationshall be the date of termination of the companyin Belize;

(e) the limited liability company shall provide itsregistered agent with such information requiredfor the purposes of ascertaining the identityof those persons owning a beneficial ownershipinterest in it as required by the IFS Practitioners(Code of Conduct) Regulations.

81. (1) Subject to section 80(9)(d) above, the merger orconsolidation shall be effective upon the filing of the articlesof merger or consolidation with the Registrar or on suchdate subsequent thereto, not to exceed thirty days, as shallbe set forth in such articles.

(2) When a merger or consolidation has been effectedand the surviving or consolidated entity is a limited liabilitycompany organised or registered under this Act: –

(a) such surviving or consolidated limited liabilitycompany shall thereafter, consistent with itsarticles of organisation as altered or establishedby the merger or consolidation, possess allthe rights, privileges, immunities, powersand purposes of each of the parties to themerger or consolidation;

(b) all the property, real and personal, includingcauses of action and every other asset of eachof the parties to the merger or consolidationshall vest in such surviving or consolidatedlimited liability company without further actor deed;

(c) the surviving or consolidated limited liabilitycompany shall assume and be liable for allthe liabilities, obligations and penalties of

Effect ofmerger orconsolidation.

S.I.94/2001.


each of the parties to the merger orconsolidation; no liability or obligation dueor to become due, claim or demand for anycause existing against any such party shallbe released or impaired by such merger orconsolidation; no action or proceeding,whether civil or criminal, then pending byor against any such party to the merger orconsolidation shall abate or be discontinuedby such merger or consolidation, but maybe enforced, prosecuted, sett led orcompromised as if such merger orconsolidation had not occurred, or suchsurviving or consolidated limited liabilitycompany may be substituted in such actionor special proceeding in place of any partyto the merger or consolidation;

(d) in the case of a merger, the articles oforganisation of the surviving limited liabilitycompany shall be automatically amended tothe extent, if any, that changes in its articlesof organisation are set forth in the plan ofmerger; and, in the case of consolidation, thestatements set forth in the articles ofconsolidation and which are required orpermitted to be set forth in the articles oforganisation of a limited liability companyformed under this Act, shall be its articlesof organisation; and

(e) unless otherwise provided in the articles ofmerger or consolidation, each party to themerger or consolidation which is not asurviving limited liability company orconsolidated limited liability companyincorporated or registered under this Act,ceases to exist and is dissolved.


PART XI

TRANSFER OF DOMICILE TO BELIZE

82. As used in Part XI, Part XII and Part XIII, unlessthe context otherwise requires, the term: –

“foreign domicile” means a jurisdiction other thanBelize in which a limited liability company has beenregistered under applicable law and maintains aregistered office;

“articles of organisation” means such document filedin the foreign domicile that serves the same purposesas do articles of organisation in Belize.

83. Any foreign limited liability company may, subjectto and upon compliance with the provisions of this Part,transfer its domicile into Belize, and may perform the actsdescribed in this Part, so long as the law of the foreigndomicile does not expressly prohibit such transfer.

84. Any foreign limited liability company may apply forpermission to transfer its domicile to Belize by filing withthe Registrar an application to transfer domicile which shallbe executed in accordance with section 86 and filed andrecorded in accordance with section 4, together with: –

(a) a certificate evidencing its existence issuedby an authorised officer of the governmentof the foreign jurisdiction in which the foreignlimited liability company was registered; and

(b) a certified copy of the articles of organisation,with amendments, if any, and if such documentsare not in English, translation thereof underoath of the translator.

Definitions.

Application totransferdomicile.

When transferof domicile ispermitted.


85. (1) An application to transfer domicile must contain:–

(a) the date on which, and the jurisdiction where,the foreign limited liability company wasformed, registered, organised, created orotherwise came into legal existence;

(b) the name of the foreign limited liabilitycompany;

(c) the name the foreign limited liability companywill be adopting upon re-domiciliation inBelize;

(d) a declaration that the transfer of domicile hasbeen approved by all necessary action of thecompany;

(e) the name and address of the limited liabilitycompany’s Registered Agent in Belize;

(f) any other pertinent information required tobe set forth in articles of organisation undersection 20; and

(g) the amendments of its articles of organisationor their equivalent, that are to be effectiveupon filing the application to transfer domicile.

(2) The limited liability company shall provide itsregistered agent with such information required for thepurposes of ascertaining the identity of persons owninga beneficial ownership interest in it as required by the IFSPractitioners (Code of Conduct) Regulations.

86. The application to transfer domicile shall be in Englishand may be signed by the Registered Agent of the limitedliability company or any other person performing functions

Contents ofapplication totransferdomicile.

S.I. 94/2001.

Execution ofthe applicationto transferdomicile.


equivalent to those of a manager, however named ordescribed, and who is authorised to sign such applicationto transfer domicile on behalf of the limited liabilitycompany.

87. Upon the filing of the application to transfer domicileand the documents referred to in sections 85 and 86,together with the fees prescribed, if the Registrar findsthat such documents are in proper form and satisfy therequirements of this Part, and if the name of the limitedliability company meets the requirements of section 17,then the Registrar shall deliver to the limited liabilitycompany a certificate of transfer of domicile and the limitedliability company shall become domiciled and registeredin Belize as a limited liability company of Belize and shallthereafter be subject to all the provisions of this Act, andthe limited liability company shall be deemed to havecommenced its existence on the date the limited liabilitycompany was first formed, registered, organised, createdor otherwise came into existence and shall be deemed tohave continued its existence in Belize. The limited liabilitycompany shall promptly modify or amend its operatingagreement, its registration, management and records tocomply with the laws of Belize including this Act.

88. (1) A foreign limited liability company that has beenre-domiciled pursuant to this Part is for all purposes thesame entity that existed before the re-domiciliation.

(2) When a re-domiciliation takes effect: –

(a) all property owned by the re-domiciliatingforeign limited liability company is vested inthe Belize limited liability company withoutfurther act or deed; if deeds or other documentsevidencing ownership or title must be filedin any jurisdiction, such document shall befiled only to give notice that the name and

Priorobligations andliabilities.

Transfer ofdomicile toBelize;certificate oftransfer ofdomicile.


domicile of owner of such property has beenchanged, and not to evidence or record atransfer or conveyance of title;

(b) all debts, liabilities and other obligations ofthe re-domiciliating foreign limited liabilitycompany continue as obligations of the Belizelimited liability company;

(c) an action or proceeding pending by or againstthe re-domiciliating foreign limited liabilitycompany may be continued as if the re-domiciliation had not occurred, except that,if appropriate in the jurisdiction in which theproceeding is pending, the caption of theaction may be changed to reflect the re-domiciliation;

(d) except as prohibited by any other law, allthe rights, privileges, immunities, powersand purposes of the re-domiciliating foreignlimited liability company are vested in theBelize limited liability company; and

(e) all of the members of the re-domiciliatingforeign limited liability company continue asmembers of the Belize limited liabilitycompany.

(3) The transfer of domicile of any foreign limitedliability company to Belize shall not be deemed to affectany obligations or liabilities of such foreign limited liabilitycompany incurred prior to such transfer.

89. The filing of an application to transfer domicile shallnot affect the choice of law applicable to prior obligationsand rights of the limited liability company prior to its re-domiciliation, except that from the date of issuance of a

Applicablelaw.


certificate of transfer by the Registrar, the laws of Belize,including the provisions of this Act, shall apply to thelimited liability company to the same extent as if the limitedliability company had been originally organised as a limitedliability company of Belize.

PART XII

TRANSFER OF DOMICILE FROM BELIZE

90. Any limited liability company registered, formed,organised, created, or otherwise existing under or subjectto this Act may become re-domiciled in any foreignjurisdiction upon compliance with this Act and the lawsof the jurisdiction into which the limited liability companyseeks to become re-domiciled.

91. (1) Any limited liability company described in section90 shall submit to the Registrar an application to transferdomicile out of Belize. The application shall set forth: –

(a) the names and addresses of the limited liabilitycompany’s creditors, actual and contingent,and the total amount of its indebtedness tosuch creditors, and the names and addressesof all persons or entities which have notifiedthe limited liability company in writing of aclaim in excess of five hundred dollars andthe total amount of such claims;

(b) that the intended departure from Belize andtransfer of domicile to a foreign jurisdictionis unlikely to be detrimental to the rights orproperty interests of any creditor of, orclaimant against, the limited liability companyor any member;

(c) that the limited liability company at the timeof application to the foreign jurisdiction is

Departurefrom Belize.

Application totransferdomicile out ofBelize.


not in breach of any duty or obligationimposed upon it by this Act or any other lawof Belize;

(d) that the transfer of domicile to the foreignjurisdiction is made in good faith and willnot serve to hinder, delay or defraud existingcreditors, members or other parties in interest;

(e) a consent and agreement by the limitedliability company that it may be served withprocess in Belize in any proceeding arisingout of actions or omissions occurring priorto its departure from Belize, which agreementshall include the appointment of the Registraras the agent of the limited liability companyto accept such service of process and shallset forth an address to which a copy of suchprocess shall be forwarded by mail; and

(e) the effective date of the transfer of domicileout of Belize.

92. Upon payment of all fees outstanding in Belize andupon proper compliance with this Act and applicable lawsfor transfer of domicile to the foreign jurisdiction, theRegistrar shall issue a certificate of departure. As of thedate of such certificate of departure, such limited liabilitycompany shall be deemed to have ceased to be a limitedliability company domiciled in Belize.Jurisdiction of CourtsAfter Departure

93. Nothing in this Part shall affect the jurisdiction of anycourt in Belize to hear and determine any proceedingcommenced therein by or against the limited liabilitycompany arising out of actions or omissions which occurredbefore the limited liability company ceased to be domiciledin Belize.

Effective dateof departure.

Jurisdiction ofcourts afterdeparture.


PART XIII

EXEMPTION FROM TAXES, DUTIES ANDEXCHANGE CONTROL

94. (1) Subject to this Act, a limited liability companyshall not be subject to any income tax, business tax,withholding tax, asset tax, gift tax, profits tax, capital gainstax, distributions tax, inheritance tax, estate duty or anyother like tax based upon or measured by assets or incomeoriginating outside of Belize or in connection with mattersof administration that may occur in Belize.

(2) Notwithstanding any provisions of the StampDuties Act, but subject to subsection (3), an instrumentrelating to a transfer of property to or by a limited liabilitycompany is exempt from the payment of stamp duty.

(3) Subsection (2) does not apply to an instrumentrelating to a transfer of property situated in Belize,including any interest in land in Belize or in shares in acompany incorporated under the Companies Act.

(4) A limited liability company registered under thisAct shall be regarded as not being resident in Belize forthe purpose of the Exchange Control Regulations Act andthe Exchange Control Regulations, with regard to theproperty of the limited liability company and to alltransactions carried out by such company.

PART XIV

MISCELLANEOUS

95. No action shall lie against the Government or anypublic statutory body or authority of Belize, any Minister,Judge, Registrar or any public official in respect of anythingdone or omitted in exercise or purported exercise in good

Exemptionfrom taxes,duties andexchangecontrol.

CAP. 64.

CAP. 250.

CAP. 52.Sub. Leg.2003 edn.p.3.

No action to lieagainst certainpersons.


faith by any such person of his or her functions or dutiesunder this Act.

96. (1) All proceedings other than criminal proceedings,relating to limited liability companies commenced in theCourt either under the provisions of this Act or for thepurpose solely of determining the rights or obligations ofmembers, managers or registered agents and any appealfrom a decision therein shall be heard in camera and exceptas provided in subsection (2), no details of the proceedingsshall be published by any person.

(2) Every decision of the Court in respect ofproceedings concerning the application or interpretationof this Act shall be published or reported for the purposeof affording a record of those proceedings, provided thatin every case:–

(a) the decision of the Court shall be edited tosuch extent as shall be necessary to preserveconfidentiality in respect of the identity ofthe limited liability company and everymember, manager, registered agent andregistered office thereof; and

(b) no such report shall be reported or publishedunless and until the Court shall have ascertainedthe views of the parties to the proceedingsas to the adequacy of the editing undertakenand has certified to the Registrar of the Courtthat the decision as edited may be releasedfor publication or reporting.

(3) Where: –

(a) in any proceedings for dissolving a limitedliability company the Court is satisfied thatthe company or any member or manager

Confidentiality.


thereof has failed to comply with any provisionof this Act: or

(b) a limited liability company or any memberor manager thereof is convicted by the Courtof any offence under this Act,

the Court may, if it thinks fit, order that the records andregisters of that company are to be deposited with theRegistrar and that such records, books and registers andthe entries in the Registrar’s registers and records relatingto that company are to be opened to public inspection.

(4) Any person or entity who whether in or outsideBelize with respect to a limited liability company: –

(a) divulges;

(b) attempts, offers or threatens to divulge;

(c) incites, abets, counsels or procures any personto divulge; or

(d) is a party to the divulging of any informationor communication in respect of, in relationto or concerning: –

(i) the membership of or beneficialownership of any interest in a limitedliability company;

(ii) the identity of any member of a limitedliability company or the interest (legalor beneficial) of any such member insuch a company;

(iii) the management of a limited liabilitycompany;


(iv) any of the business, financial or otheraffairs or transactions of a limited liabilitycompany;

(v) the assets or liabilities of a limitedliability company;

(vi) the existence of, or the contents of anydocumentation held by the limitedliability company,

shall be guilty of an offence against this Act.

(5) Notwithstanding subsection (4), no offence shallbe committed where information is divulged or madeavailable to the extent required in the followingcircumstances: –

(a) by a manager or registered agent of a limitedliability company to the Registrar or theMinister for the purpose of complying withor facilitating the giving effect to the provisionsof this Act or for complying with a requestfor information made by the Registrar undersubsection (7) of this section;

(b) by any person making disclosure for thepurpose of discharging any duty, performingany function or exercising any power underany Act or regulation;

(c) by a manager or registered agent of a limitedliability company to any person for the purposeof carrying on the business of the companyor where it is otherwise in the best interestsof members; or

(d) by any person to a member, manager orregistered agent of a limited liability companyin the course of the performance of the dutiesof that member, manager or registered agent;


(e) by a manager or registered agent of a limitedliability company to any other person whereall of the members of that company consentto such disclosure; or

(f) by a manager or registered agent of a limitedliability company to a legal practitioner,accountant, auditor or other advisor for thepurpose of obtaining advice for the benefits ofthe company, that manager or registered agent.

(6) Nothing in this section shall prevent the Courtfrom requiring any person to produce documents or togive evidence in any criminal proceedings or in any civilproceedings of any facts relevant in such proceedings inthe Court.

(7) Where the Registrar is satisfied in his owndeliberate judgment that certain information regarding alimited liability company (including Confidential Informationas defined in section 62(6)) is reasonably required tofacilitate a criminal investigation, prosecution or proceeding,whether in Belize or abroad, he may under his hand requirethe registered agent or manager of such company to discloseto him all such information; and the registered agent orthe manager so requested shall supply the requisiteinformation to the Registrar within a period of seven days.

97. Any register, records, accounts or documents requiredto be kept by a limited liability company pursuant to thisAct may be kept in written, magnetic, electronic or anyother data storage form provided that the limited liabilitycompany can readily produce legible printed evidence ofits contents.

98. (1) It is the policy of this Act to give the maximumeffect to the principle of freedom of contract and to theenforceability of limited liability company agreements.

Form ofcompanyregisters andrecords.


Constructionof the Act.

(2) Unless the context otherwise requires, as usedherein, the singular shall include the plural and the pluralmay refer to the singular. The use of any gender shallbe applicable to all genders. The captions contained hereinare for the purpose of convenience only and shall notcontrol or affect the construction of this Act.

99. Every person who: –

(a) does anything which is prohibited by this Act;or

(b) omits to do anything that is required by ordirected by this Act; or

(c) knows or ought to have known that he orshe was making, or who without due inquiryat the relevant time makes, any materialmisrepresentation in any document requiredto be filed with the Registrar under this Act,

commits an offence and shall be liable on summaryconviction to a fine not exceeding five thousand dollars,or to imprisonment for a term not exceeding one year,or to both such fine and term of imprisonment.

100. All complaints or other proceedings for any offencecommitted under this Act or any regulations made thereundershall be made or commenced: –

(a) by or with the leave of the Commission; and

(b) within two years next after the date of thecommission of the offence, or from the time whenthe matter of the complaint first came to the knowledgeof the Commission, whichever is the later.

Offences andpenalty.

Authority toprosecute andlimitationperiod.


101. All fees and penalties paid or imposed under this Actor any regulations made thereunder shall be credited intothe General Fund of the Commission established under section18 of the International Financial Services Commission Act.

102. Where any proceedings are instituted under this Act,nothing in this Act shall be taken to require a person todisclose any information which the person is entitled torefuse to disclose on grounds of legal professional privilege.

103. (1) Any summons, notice, order, document, process,information or written statement required or intended tobe served on a limited liability company may be served:–

(a) by leaving it, or by sending it by registeredmail addressed to the limited liability company,at its registered office; or

(b) by leaving it with, or by sending it byregistered mail to, the registered agent of thelimited liability company.

(2) Service of any summons, notice, order, document,process, information or written statement to be served ona limited liability company may be proved by showing thatthe summons, notice, order, document, process, informationor written statement: –

(a) was mailed in sufficient time as to admit toit being delivered, in the normal course ofdelivery, within the period prescribed forservice; and

(b) was correctly addressed and the postage wasprepaid.

104. (1) The Minister may, after consultation with theCommission, make regulations providing for any mattercontemplated by this Act or as may be necessary orconvenient for carrying out or giving effect to this Actand its administration.

Crediting offees andpenalties.

CAP. 272

Legalprofessionalprivilege.

Service ofprocess, etc.on limitedliabilitycompany.


Regulations.

(2) Without limiting the generality of subsection (1),such regulations may be made: –

(a) prescribing anything required or permittedto be prescribed by this Act;

(b) prescribing annual returns to be made;

(c) prescribing forms to be used;

(d) prescribing the format for any filings to bemade under this Act;

(e) prescribing or amending the fees payableunder this Act;

(f) prescribing or amending the penalties foroffences committed under this Act;

(g) prescribing standards of governance of limitedliability companies;

(h) providing that an offence under this Act orany regulations made thereunder shall bepunishable on summary conviction by a finenot exceeding five thousand dollars or by aterm of imprisonment not exceeding oneyear, or by both such fine and term ofimprisonment.

(3) All regulations made under this section shall besubject to negative resolution.

105. This Act shall come into force on such day as theMinister may, by Order published in the Gazette, appoint.


Commencement.

Documents

BELIZE: INTERNATIONAL LIMITED LIABILITY COMPANIES ACT ... · 34. Limited liability company as a separate legal entity. 35. Limited liability company property. 36. Rights of judgment