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BELIZE INTERNATIONAL BUSINESS COMPANIES ACT
CHAPTER 270

PART XIV

Limited Duration Companies

146.   In this Part, unless the context otherwise requires, “transfer” means, with respect to any shares, the transfer, sale, assignment, mortgage, pledge, lien, charge, or encumbrance over, or grant of any option, interest or other rights in, or other disposition of any such shares, or any part thereof or interest therein, whether by agreement, operation of the law or otherwise.

147.-(1) An application may be made at any time to the Registrar to register an International Business Company as a limited duration company.

(2) An application under subsection (1) of this section shall in addition to any other fee that may be payable, be accompanied by a fee of $100.00

148.-(1) The Registrar shall register an International Business Company which applies pursuant to this Part to be registered as a limited duration company if:-

(a) the company includes in its memorandum of association a provision which limits the duration of the company to any period up to a maximum of fifty years from the date of its first registration as a limited duration company; and

(b)   the company’s name includes at its end the expression “Limited Duration Company” or the abbreviation “L.D.C.”; or

(c)   the company was already registered as a company prior to the application for such registration and the company has supplied the Registrar with:-

(i) a certified copy of a special resolution of the company duly altering its memorandum of association to limit the duration of the company to any period up to a maximum of fifty years from the date of such first registration as a limited duration company; and

(ii) a certified copy of a special resolution of the company altering its memorandum of association pursuant to subsection (3) of section 11 above, so as to change its name including the expression “Limited Duration Company” or the abbreviations “L.D.C.” at the end thereof.

(2) On registering an International Business Company as a limited duration company under this Part, the Registrar shall:-(a) in the case of an International Business Company referred to in subsection (1) (a) and (b) above, certify on its certificate of incorporation issued pursuant to section 15 above, or on the certificate of registration by way of continuation issued pursuant to paragraph (d) of subsection (1) of section 92 above or under paragraph (b) of subsection (3) of section 93 above that the company is registered as a limited duration company; and

(b) in the case of an International Business Company referred to in paragraph (c) of subsection (1) above, certify under his hand and seal of office that the company is registered as a limited duration co mpany; stating therein the date of such registration and the duration of the life of the company (3) A special resolution passed for the purposes of subsection (1) (c) (ii) above shall have no effect until and unless the company is registered as a limited duration company.

149.   A limited duration company may by special resolution alter its memorandum of association to extend the duration of the company to such period or periods not exceeding in the aggregate fifty years from the date of the first registration of such company as a limited duration company.

150.   The articles of association of a limited duration company may:-

(a) prohibit the transfer of any share or other interest of a member of the company absolutely, or may provide that the transfer of any share or other interest of a member requires either the unanimous resolution of all the members or a resolution passed by such proportion of the members as the articles of association may specify;

(b)   provide that a person ceases to be a member of the company upon the happening of any one or more of the events specified in the articles of association and may further provide that the rights of such former members shall be limited to an entitlement to receive such value for their shares in the company, as may be determined by the articles of association;

(c)   provide that the affairs of the company be managed by its members in their capacity as such, or by some person designated as manager with such rights, powers and duties as may be specified in the articles of association; and in such case the company shall be exempted from the requirement to have a Board of Directors under section 47 of this Act;

(d)   designate a person to be the liquidator of the company in the event of the company being in dissolution pursuant to section 150 and failing such designation, for the directors or manager to become the liquidator; and (e)   provide for the authorised share capital of the company to be divided into various classes of shares carrying either limited or unlimited liability.

151.-(1) Subject to this section, a limited duration company shall be considered to have commenced voluntary winding-up and dissolution:-(a) when the period fixed for the duration of the company expires; or

(b)   before the expiration of the period fixed for its duration, if the members thereof pass a resolution placing the company in dissolution; or

(c)   subject to any contrary provisions in the articles of association, upon the happening of any one or more of the following events:

(i) the bankruptcy, death, insanity, retirement, resignation, withdrawal, expulsion, termination, cessation, or dissolution of a member; or

(ii) the transfer of any share or other interest in the company in contravention of the articles of association; or

(iii) the redemption, repurchase or cancellation of all the shares of a member of the company; or

(iv) the occurrence of any event (whether or not relating to the company or a member) upon which it is provided in the articles of association that the company is to be dissolved.

(2) Notice of the commencement of winding-up and dissolution shall be published in the Gazette by the company.

(3)  The provisions of sections 97 to 111 above, inclusive, shall apply to the winding-up of a limited duration company to the extent that they are not excluded or modified by subsections (4), (5), and (6) of this section.

(4)  Section 102 (1) (f) above shall not apply to a limited duration company if a person has been designated as liquidator in the articles of association of the limited duration company; and the reference to “liquidator” or “liquidators” in sections 99 to 111 above shall be construed as a reference to the liquidator or liquidators, as the case may be, as designated in the articles of association of the limited duration company.

(5)   Any reference to the passing of a resolution for the winding-up of a company in sections 97 to 111 above, inclusive, shall be deemed to include, where appropriate, a reference to the happening of an event causing a limited duration company to be in dissolution.

(6)   Where a limited duration company is in dissolution by virtue of subsection (1) (c) above, the winding-up of such limited duration company may be discontinued by the unanimous resolution of all the members of the company passed within thirty days of the events specified in that subsection, resolving to discontinue the winding-up and to continue the existence of the limited duration company as if the winding-up and dissolution had never occurred.

152. A company shall cease to be limited duration company if:-(a) the Registrar issues a certificate of change of name in accordance with subsection (5) of section 11 above, which records a change of name of the company and which does not include at its end the expression “Limited Duration Company” or the abbreviation “L.D.C.”; or (b) the company passes a resolution to alter its memorandum of association to provide for a period of duration for the com- pany which exceeds or is capable of exceeding fifty years from the date of its first incorporation as a limited duration company, and the limited duration company pays a de-registration fee of one hundred dollars.

(2)Upon a company ceasing to be a limited duration company, the Registrar shall, where such cessation is by virtue of subsection (1) (a) or (b) above, cancel its certificate of incorporation and issue to the company a new certificate of incorporation altered to meet the circumstances of the case.

(3) The certificate of incorporation cancelled by virtue of subsection (2) above shall cease to have effect from the date of such cancellation.

(4) A resolution passed for the purpose of subsection (1) (b) above shall have no effect until a certificate of incorporation is issued by the Registrar pursuant to subsection (2) above.

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