Documents, etc., to be delivered to Registrar by overseas companies carrying on business in Belize

(1) Overseas companies which, after the appointed day, establish a place of business within Belize shall, within one month of the establishment of the place of business, deliver to the Registrar for registration– (a) a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, and if the instrument is not written in the English language, a certified translation thereof; (b) a list of the directors and secretary of the company containing the particulars mentioned in sub-section (2); (c) the names and addresses of some one or more persons resident in Belize authorised to accept on behalf of the company service of process and any notices required to be served on the 171 (2) The list referred to in sub-section (1) (b), shall contain the following particulars, that is to say– (a) with respect to each director– (i) in the case of an individual, his present christian name and surname and any former christian name and surname, his usual residential address, his nationality and his business occupation, if any, or if he has no business occupation but holds any other directorship or directorships, particulars of that directorship or of some one of those directorships; and (ii) in the case of a corporation, its corporate name and registered or principal office; (b) with respect to the secretary, or, where there are jointsecretaries, with respect to each of them, his present Christian name and surname, any former christian name and surname, and his usual residential address. (3) Overseas companies, other than those mentioned in sub- section (1) shall, if they have not before the appointed day, delivered to the Registrar the documents and particulars required to be delivered under section 250 which was in force prior to the appointed day, shall continue to be subject to the obligation to deliver those documents and particulars in accordance with that section. (4) Where an overseas company has delivered to the (a) in the case of a company to which sub-section (1) applies, the documents and particulars therein mentioned; 172 (b) in the case of a company mentioned in sub- section (3) the documents and particulars required to be delivered thereunder, it shall have the same power to hold lands in Belize as if it were a company incorporated under this Act. (5) If any alteration is made in– (a) the charter, statutes or memorandum and articles of an overseas company or any such instrument as aforesaid; (b) the directors or secretary of an overseas company or the particulars contained in the list of the directors and secretary; or (c) the names or addresses of the persons authorised to accept service on behalf of an the company shall, within twenty-one days after the date of making the alteration, deliver to the Registrar for registration a return containing full particulars of the alteration. (6) Every overseas company shall, in every calendar year, file with the Registrar such a statement in the form of a balance sheet as would, if it were a company incorporated in Belize and having a share capital, be required under this Act to be included in the annual summary. (7) Every overseas company shall– (a) in every prospectus inviting subscriptions for its shares or debentures in Belize, state the country in which the company is incorporated; (b) conspicuously exhibit on every place where it carries on business in Belize the name of the company and the country in which the company is incorporated; (c) cause the name of the company and of the country in which it is incorporated to be stated in legible characters in all bill heads and letter paper, and in all notices and other official publications of the company; and (d) if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as aforesaid and in all bill heads, letter paper, notices and other official publications of the company in Belize, and to be affixed on every place where it carries on business. (8) Any process or notice required to be served on an overseas company shall be sufficiently served if addressed to any person whose name has been delivered to the Registrar under the foregoing provisions of this section and left at or sent by post to the address which has been so delivered, provided that– (a) where such company makes default in delivering to the Registrar the name and address of a person resident in Belize who is authorised to accept on behalf of the company service of processes or notices; or (b) if at any time all the persons whose names and addresses have been so delivered are dead or have ceased so to reside, or refuse to accept service on behalf of the company, or for any reason cannot be served, 174 a document may be served on the company by leaving it at or sending it by post to any place of business established by the company in Belize. (9) If any overseas company fails to comply with any of the foregoing provisions of this section, the company, and every officer of the company who knowingly and wilfully authorises or permits the default, shall be liable on summary conviction to a fine not exceeding two hundred and fifty dollars or in the case of a continuing offence, twenty-five dollars for every day during which the default continues. (10) There shall be paid to the Registrar for registering any document required by this section to be filed with him a fee of two dollars and fifty cents or such smaller fee as may be prescribed. (11) For the purposes of this and section 250– (a) the expression, “appointed day” means 1st July, 1960; (b) the expression, “certified” means verified by affidavit or statutory declaration of the secretary, president or Chairperson of the company, or of the translator or otherwise as may be prescribed as a true copy or a correct translation; (c) the expression, “christian name” includes a forename; (d) the expression, “director” in relation to a company, includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act; 175 (e) the expression, “place of business” includes a share transfer or share registration office; (f) the expression, “prospectus” means any prospectus, notice, circular, advertisement, or other invitation offering to the public for subscription or purchase any shares or debentures of the company; (g) the expression, “surname” in the case of a peer or person usually known by a title different from his surname, means that title; (h) References to a former christian name or surname do not include– (i) in the case of a peer or a person usually known by a British title different from his surname, the name by which he was known previous to the adoption of or succession to the title; (ii) in the case of any person, a former christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than twenty years; or (iii) in the case of a married woman, the name or surname by which she was known previous to the marriage. 176 CAP. 98. CAP. 99.