Section 259

repealed. 179 SCHEDULE I [Sections 2, 10, 11, 69 and 239] TABLE A1 COMPANIES ACT Regulations for Management of a Company Limited by Shares Preliminary 1. In these regulations, unless the context otherwise requires, expression defined in the Companies Act, or any statutory modification thereof in force at the date at which these regulations become binding on the company, shall have the meanings so defined; and words importing the singular shall include the plural, and vice versa, and words importing the masculine gender shall include females, and words importing persons shall include bodies corporate. CAP. 250. Business 2. The directors shall have regard to the restrictions on the commencement of business imposed by section 89 of the Companies Act, if, and so far as, those restrictions are binding upon the company. CAP. 250. Shares 3. Subject to the provisions, if any, in that behalf of the memorandum of association of the company, and without prejudice to any special rights previously conferred on the holders of existing shares in the company, any share in the 1 The model regulations in Table A shall be read and construed with such modifications and adaptations as may be necessary to conform to the position that a private company may be formed by one or more persons and may exist with a single member, 180 Companies company may be issued with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of share capital, or otherwise, as the company may from time to time by special resolution determine. 4. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. 5. No share shall be offered to the public for subscription except upon the terms that the amount payable on application shall be at least five per cent of the nominal amount of the share; and the directors shall, as regards any allotment of shares, duly comply with such of the provisions of sections 87 and 90 of the Companies Act, as may be applicable thereto. 6. Every person whose name is entered as a member in the register of members shall, without payment, be entitled to a certificate under the common seal of the company specifying the share or shares held by him and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. 7. If a share certificate is defaced, lost, or destroyed, it may be renewed on payment of such fee, if any, not exceeding twenty-five cents, and on such terms, if any, as to evidence and indemnity, as the directors think fit. Companies 181 8. No part of the funds of the company shall be employed in the purchase of or in loans upon the security of the company’s shares. Lien 9. The company shall have a lien on every share (not being a fully-paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a lien on all shares (other than fully- paid shares) standing registered in the name of a single person, for all moneys presently payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this clause. The company’s lien, if any, on a share shall extend to all dividends payable thereon. 10. The company may sell, in such manner as the directors think fit, any shares on which the company has a lien, but no sale shall be made unless some sum in respect of which the lien exists, is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the person entitled by reason of his death or bankruptcy to the share. 11. The proceeds of the sale shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale. The purchaser shall be registered as the holder of the shares, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 182 Companies Calls on Shares 12. The directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares, provided that no call shall exceed one-fourth of the nominal amount of the share, or be payable at less than one month from the last call; and each member shall (subject to receiving at least fourteen days’ notice specifying the time or times of payment) pay to the company at the time or times so specified the amount called on his shares. 13. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 14. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of five dollars per centum per annum from the day appointed for the payment thereof to the time of the actual payment; but the directors shall be at liberty to waive payment of that interest wholly or in part. 15. The provisions of these regulations as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. 16. The directors may make arrangements on the issue of shares for a difference between the holders in the amount of calls to be paid and in the times of payment. 17. The directors may, if they think fit, receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him; and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay Companies 183 interest at such rate (not exceeding, without the sanction of the company in general meeting, six per centum), as may be agreed upon between the member paying the sum in advance and the directors. Transfer and Transmission of Shares 18. The instrument of transfer of any share in the company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 19. Shares in the company shall be transferred in the following form, or in any usual or common form which the directors shall approve, I, A. B., of, in consideration of the sum of $ paid to me by C. D., of (hereinafter called “the said transferee”), do hereby transfer to the said transferee the share [or shares] numbered in the undertaking called the Company, Limited, to hold unto the said transferee, his executors, administrators, and assigns, subject to the several conditions on which I held the same at the time of the execution thereof; and I, the said transferee, do hereby agree to take the said share [or shares] subject to the conditions aforesaid. As witness our hands the day of Witness to the Signatures of, etc. 20. The directors may decline to register any transfer of shares, not being fully-paid shares, to a person of whom they do not approve, and may also decline to register any transfer of shares on which the company has a lien. The directors may also suspend the registration of transfers during the fourteen days immediately preceding the ordinary general meeting in each year. The directors may decline to recognise any instrument of transfer unless, 184 Companies (a) a fee not exceeding seventy-five cents is paid to the company in respect thereof; and (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. 21. The executors or administrators of a deceased sole holder of a share shall be the only persons recognised by the company as having any title to the share. In the case of a share registered in the names of two or more holders, the survivors or survivor, or the executors or administrators of the deceased survivor, shall be the only persons recognised by the company as having any title to the share. 22. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member shall, upon such evidence being produced as may from time to time be required by the directors, have the right either to be registered as a member in respect of the share, or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by the deceased or bankrupt person before the death or bankruptcy. 23. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company. Companies 185 Forfeiture of Shares 24. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 25. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. 26. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. 27. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit. 28. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all moneys which, at the date of forfeiture, were presently payable by him to the company in respect of the shares, but his liability shall cease if and when the company receive payment in full of the nominal amount of the shares. 29. A statutory declaration in writing that the declarant is a director of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be 186 Companies conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and that declaration, and the receipt of the company for the consideration, if any, given for the share on the sale or disposition thereof, shall constitute a good title to the share, and the person to whom the share is sold or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 30. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. Conversion of shares into stock 31. The directors may, with the sanction of the company previously given in general meeting, convert any paid-up shares into stock, and may with the like sanction reconvert any stock into paid-up shares of any denomination. 32. The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same regulations, as, and subject to which, the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit; but the directors may from time to time fix the minimum amount of stock transferable, and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the shares from which the stock arose. 33. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Companies 187 company, and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company) shall be conferred by any such aliquot part of stock as would not, if existing in shares, have conferred that privilege or advantage. 34. Such of the regulations of the company as are applicable to paid-up shares shall apply to stock, and the words “share” and “shareholder” therein shall include “stock” and “stock-holder”. 41. The directors may, with the sanction of an extraordinary resolution of the company, increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. Alteration of Capital 42.-(1) Subject to any direction to the contrary that may be given by the solution sanctioning the increase of share capital, all new shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. (2) The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and, after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of the same in such manner as they think most beneficial to the company. The directors may likewise so dispose of any new shares which (by reason the ratio which the new shares bear to shares held by 188 Companies persons entitled to an offer of new shares cannot, in the opinion of the directors, be conveniently offered under this article. 43. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital. 44. The company may, by special resolution, (a) consolidate and divide its share capital into shares of larger amount than its existing shares; (b) by sub-division of its existing shares, or any of them, divide the whole, or any part of its share capital into shares of smaller amount than is fixed by the memorandum of association, subject, nevertheless, to the provisions of section 42 (1) (d) of the Companies Act; (c) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; (d) reduce its share capital in any manner and with, and subject to, any incident authorised, and consent required by law. General Meetings 45. The statutory general meeting of the company shall be held within the period required by section 67 of the Companies Act. 46. A general meeting shall be held once in every year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and place as may be Companies 189 prescribed by the company in general meeting, or in default, at such time in the month following that in which the anniversary of the company’s incorporation occurs, and at such place, as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the directors. 47. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary. 48.-(1) The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionist, as provided by section 68 of the Companies Act. (2) If at any time there are not within Belize sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors. Proceedings at General Meeting 49. Seven days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day, and the hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the regulations of the company, entitled to receive such notices from the company; but the non-receipt of the notice by any member shall not invalidate the proceedings at any general meeting. 190 Companies 50. All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of sanctioning a dividend, the consideration of the accounts, balance-sheets, and the ordinary report of the directors and auditors, the election of directors and other officers in the place of those retiring by rotation, and the fixing of the remuneration of the auditors. 51. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, three members personally present shall be a quorum. 52. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 53. The chairperson, if any, of the board of directors, shall preside as chairperson at every general meeting of the company. 54. If there is no such Chairperson, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairperson, the members present shall choose someone of their number to be Chairperson. 55. The chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an Companies 191 adjournment or of the business to be transacted at an adjourned meeting. 56. At any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least three members, and, unless a poll is so demanded, a declaration by the Chairperson that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 57. If a poll is duly demanded, it shall be taken, in such manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 58. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 59. A poll demanded on the election of a Chairperson, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairperson of the meeting directs. Votes of Members 60. On a show of hands, every member present in person shall have one vote. On a poll, every member shall have one vote for each share of which he is the holder. 61. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted 192 Companies to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members. 62. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, curator bonis, or other person in the nature of a committee or curator bonis appointed by that court, and any such committee, curator bonis, or other person may, on a poll, vote by proxy. 63. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid. 64. On a poll, votes may be given either personally or by proxy. 65. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under the common seal, or under the hand of an officer or attorney so authorised. No person shall act as a proxy unless either he is entitled on his own behalf to be present and vote at the meeting at which he acts as proxy, or he has been appointed to act at that meeting as proxy for a corporation. 66. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. 67. An instrument appointing a proxy may be in the following form, or in any other form which the directors shall approve, Companies 193 Company, Limited. “I of in the district of being a member of the Company, Limited. hereby appoint of as my proxy to vote for me and on my behalf at the [ordinary or extraordinary as the case may be] general meeting of the company to be held on the day of and at any adjournment thereof. Signed this day of .” Directors 68. The number of the directors and the names of the first directors shall be determined in writing by a majority of the subscribers of the memorandum of association. 69. The remuneration of the directors shall from time to time be determined by the company in general meeting. 70. The qualification of a director shall be the holding of at least one share in the company, and it shall be his duty to comply with the provisions of section75 of the Companies Act. Powers and Duties of Directors 71. The business of the company shall be managed by the directors, who may pay all expenses incurred in getting up and registering the company, and may exercise all such powers of the company as are not, by the Companies Act, or any statutory modification thereof for the time being in force, or by these articles, required to be exercised by the company in general meeting, subject nevertheless to any regulation of these articles, to the provisions of the said Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the company in general meeting; but no regulation made by the company in general meeting shall 194 Companies invalidate any prior act of the directors which would have been valid if that regulation had not been made. 72. The directors may from time to time appoint one or more of their body to the office of managing director or manager for such term, and at such remuneration (whether by way of salary, or commission, or participation in profits, or partly in one way and partly in another) as they may think fit, and a director so appointed shall not, while holding that office, be subject to retirement by rotation, or taken into account in determining the rotation of retirement of directors; but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a director, or if the company in general meeting resolve that his tenure of the office of managing director or manager be determined. 73. The amount for the time being remaining undischarged of moneys borrowed or raised by the directors for the purposes of the company (otherwise than by the issue of share capital) shall not at any time exceed the issued share capital of the company without the sanction of the company in general meeting. 74. The directors shall duly comply with the provisions of the Companies Act or any statutory modification thereof for the time being in force, and in particular with the provisions in regard to the registration of the particulars of mortgages and charges affecting the property of the company, or created by it, and to keeping a register of the directors, and to sending to the Registrar an annual list of members, and a summary of particulars relating thereto, and notice of any consolidation or increase of share capital, of conversion of shares into stock, and copies of special resolutions, and a copy of the register of directors and notifications of any changes therein. CAP. 250. 75. The directors shall cause minutes to be made in books provided for the purpose of, Companies 195 (a) all appointments of officers made by the directors; (b) the names of the directors present at each meeting of the directors and of any committee of the directors; (c) all resolutions and proceedings at all meetings of the company, and of the directors, and of committees of directors, and every director present at any meeting of directors or committee of directors shall sign his name in a book to be kept for that purpose. The Seal 76. The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors, and in the presence of at least two directors and of the secretary or such other person as the directors may appoint for the purpose; and those two directors and secretary or other person as aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence. Disqualifications of Directors 77. The office of director shall be vacated, if the director, (a) ceases to be a director by virtue of section 75 of the Companies Act; CAP. 250. (b) holds any other office of profit under the company except that of managing director or manager; (c) becomes bankrupt; 196 Companies (d) is found lunatic or becomes of unsound mind; or (e) is concerned or participates in the profits of any contract with the company, Provided, however, that no director shall vacate his office by reason of his being a member of any company which has entered into contracts with or done any work for the company of which he is director; but a director shall not vote in respect of any such contract or work, and if he does so vote his vote shall not be counted. Rotation of Directors 78. At the first ordinary meeting of the company, the whole of the directors shall retire from office, and at the ordinary meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office. 79. The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day, those to retire shall, unless they otherwise agree among themselves, be determined by lot. 80. A retiring director shall be eligible for re-election. 81. The company at the general meeting at which a director retires in manner aforesaid may fill the vacated office by electing a person thereto. 82. If at any meeting at which an election of directors ought to take place the places of the vacating directors are not filled, the meeting shall stand adjourned till the same day in the next week at the same time and place, and, if at the adjourned Companies 197 meeting the places of the vacating directors are not filled, the vacating directors, or such of them as have not had their places filled, shall be deemed to have been re-elected at the adjourned meeting. 83. The company may from time to time in general meeting increase or reduce the number of directors, and may also determine in what rotation the increase or reduced number is to go out of office. 84. Any casual vacancy occurring in the board of directors may be filled up by the directors, but the person so chosen shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. 85. The directors shall have power at any time, and from time to time, to appoint a person as an additional director who shall retire from office at the next following ordinary general meeting, but shall be eligible for election by the company at that meeting as an additional director. 86. The company may by extraordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead; the person so appointed shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director. Proceedings of Directors 87. The directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairperson shall have a second or casting vote. A director may, 198 Companies and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. 88. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall (when the number of directors exceeds three) be three. 89. The continuing directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the company as the necessary quorum of directors, the continuing directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose. 90. The directors may elect a Chairperson of their meetings and determine the period for which he is to hold office; but, if no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be Chairperson of the meeting. 91. The directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors. 92. A committee may elect a Chairperson of its meetings; if no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairperson of the meeting. 93. A committee may meet and adjourn as they think proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an Companies 199 equality of votes the Chairperson shall have a second or casting vote. 94. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director. Dividends and Reserve 95. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the directors. 96. The directors may from time to time pay to the members such interim dividends as appear to the directors to be justified by the profits of the company. 97. No dividend shall be paid otherwise than out of profits. 98. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the shares, but if and so long as nothing is paid up on any of the shares in the company, dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this article as paid on the share. 99. The directors may, before recommending any dividend, set aside out of the profits of the company such sums as they think fit and proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for meeting contingencies, or for equalising dividends, or for any other purpose to which the profits of the company may be properly 200 Companies applied, and pending such application may, at the like discretion, either be employed in the business of the company or be invested in such investments (other than shares of the company) as the directors may from time to time think fit. 100. If several persons are registered as joint holders of any share, any one of them may give effectual receipts for any dividend payable on the share. 101. Notice of any dividend that may have been declared shall be given in manner hereinafter mentioned to the persons entitled to share therein. 102. No dividend shall bear interest against the company. Accounts 103. The directors shall cause true accounts to be kept with respect to, (a) all sums of money received and expended by the company and the matter in respect of which such receipts and expenditure takes place; and (b) the assets and liabilities of the company. 104. The books of account shall be kept at the registered office of the company, or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors. 105. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book Companies 201 or document of the company, except as conferred by law or authorised by the directors or by the company in general meeting. 106. Once at least in every year, the directors shall lay before the company in general meeting a profit and loss account for the period since the preceding account or (in the case of the first account) since the incorporation of the company, made up to a date not more than six months before such meeting. 107. A balance sheet shall be made out in every year and laid before the company in general meeting, made up to a date not more than six months before such meeting. The balance sheet shall be accompanied by a report of the directors as to the state of the company’s affairs, and the amount which they recommend to be paid by way of dividend, and the amount, if any, which they propose to carry to a reserve fund. 108. A copy of the balance sheet and report shall, seven days previously to the meeting, be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given hereunder. Audit 109. Auditors shall be appointed and their duties regulated in accordance with sections 113 and 114 of the Companies Act or any statutory modification thereof for the time being in force. Notices 110.-(1) A notice may be given by the company to any member either personally or by sending it by post to him to his registered address, or (if he has no registered address in Belize) to the address, if any, within Belize supplied by him to the company for the giving of notices to him. 202 Companies (2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post. 111. If a member has no registered address in Belize and has not supplied to the company an address within Belize for the giving of notices to him, a notice addressed to him and advertised in a newspaper circulating in the neighbourhood of the registered office of the company, shall be deemed to be duly given to him on the day on which the advertisement appears. 112. A notice may be given by the company to the joint holders of a share by giving notice to the joint holder named first in the register in respect of the share. 113. A notice may be given by the company to the persons entitled to a share in consequence of the death or bankruptcy of a member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, in Belize supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred. 114.-(1) Notice of every general meeting shall be given in some manner hereinbefore authorised to, (a) every member of the company except those members who (having no registered address within Belize) have not supplied to the company an address within Belize for the giving of notices to them; and (b) every person entitled to a share in consequence of the death or bankruptcy of a member, who, Companies 203 but for his death or bankruptcy, would be entitled to receive notice of the meeting. (2) No other persons shall be entitled to receive notices of general meetings. TABLE B [Section 222] Table of Fees to be Paid to the Registrar 1 1. By a Company having a Share Capital For registration of a company whose nominal share capital does not exceed $10,000 ... ... ... ... $50.00 For registration of a company whose nominal share capital exceeds $10,000 the following fees, regulated according to the amount of nominal share capital (that is to say), For every $5,000 of nominal share capital or part of $5,000 up to $25,000 ... ... ... ... ... ... ... ... ... $25.00 For every $5,000 of nominal share capital or part of $5,000 up to $25,000 ... ... ... ... ... ... ... ... ... $10.00 For registration of any increase of share capital made after the first registration of the company, the same fees per $5,000 or part of $5,000, as would have been payable if the increased share capital had formed part of the original share capital at the time of registration. S.I. 5 of 2002. For registration of any existing company, except such companies as are by this Act exempted from payment of fee in respect of registration under this Act, the same fee as is charged for registering a new company. For registering any document by this Act required or authorised to be registered, other than the memorandum or the abstract required to be filed 204 Companies with the Registrar by a receiver or manager or the statement required to be sent to the Registrar by the liquidator in winding-up in Belize ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $10.00 For making a record of any fact by this Act required or authorised to be recorded by the Registrar other than a return under section 27 of the Act. ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $10.00 For making a record of a return under section 27 of the Act ... ... ... ... ... ... ... ... ... ... ... ... ... ... $10.00 27 of 1980. 2. By a Company not having a Share Capital For registration of a company whose number of members, as stated in the articles, does not exceed 20 ... ... ... ... ... ... ... ... ... ... ... ... ... ... $50.00 For registration of a company whose number of members, as stated in the articles, exceeds but does not exceed 100 ... ... ... ... ... ... ... ... ... $125.00 For registration of a company whose number of members, as stated in the articles, exceeds but is not stated to be unlimited, the above fee of $125.00, with additional $10.00 for every 50 members or part of such number after the first hundred. For registration of a company in which the number of members is stated in the articles to be unlimited ... ... ... ... ... ... ... ... ... ... ... ... ... ... $500.00 For registration of any increase on the number of members made after the registration of the company in respect of every 50 members or part of such number, of that increase: ... ... ... ... ... $10.00 Provided that no company shall be liable to pay a greater fee than $500 in respect of its number of members, taking into account the fee paid on the first registration of the company. For the registration of any existing company, except such companies as are by this Act Companies 205 exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company. For registering any document by this Act required or authorise to be registered, other than the memorandum or the abstract required to be filed with the Registrar by a receiver or manager or the statement required to be sent to the Registrar by the liquidator in winding-up in Belize ... ... ... $10.00 For making a record of any fact by this Act required or authorised to be recorded by the Registrar. ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... $10.00 FORM C Form of Statement to be published by Banking and Insurance Companies, Deposit, Provident, or Benefit Societies [Section 109] *The share capital of the company is , divided into shares of each. The number of shares issued is Calls to the amount of dollars per share have been made, under which the sum of dollars has been received. The liabilities of the company on the first day of January (or July) were, Debts owing to sundry persons by the company; On Judgment, $.................; On specialty, $.................; On notes or bills, $.................; On simple contracts, $.................; On estimated liabilities, $.................; The assets of the company on that day were, 206 Companies Government securities (stating them); Bills of exchange and promissory notes, $............; Cash at the bankers, $............; Other securities, $............. Companies 207 SCHEDULE II [Section 84] Statement in Lieu of Prospectus Statement in Lieu of Prospectus filed by Limited pursuant to section 84 of the Companies Act., Presented for filing by The nominal share capital of the company... $ Divided into Shares of $ Shares of $ Shares of $ each each each Names, descriptions and addresses of directors or proposed directors. Minimum subscriptions (if any) fixed by the memorandum or articles of association on which the company Number and amount of shares and debentures agreed to be issued as fully or partly paid-up otherwise than in cash. 1. shares of $ fully paid. 2. shares upon which $................... per share credited as paid. 3. ……………………debenture $ The consideration for the intended issue of those shares and debentures. 4. Consideration. Names and addresses of (a) vendors of property purchased or acquired, or proposed to be (b) purchased or (a) For definition of vendor, see section 83 (2) of the Companies Act. (b) See section 83 (3) of the Companies Act. Amount (in cash, shares, or debentures) payable each separate vendor. 208 Companies Amount (if any) paid or payable (in cash or shares or debentures) for any such property, specifying amount (if any) paid or payable for goodwill Total purchase price ... $ Cash ............................ $ Shares .......................... $ Debenture ................... $ Goodwill ..................... $ Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscription for any shares or debentures in the company, or Rate of the commission Amount paid. Amount payable. Rate per cent. Estimated amount of preliminary expenses $ Amount paid or intended to be paid to any promoter. Consideration for the payment. Name of promoter; Amount $ Consideration- Dates of, and parties to, every material contract (other than contracts entered into in the ordinary course of the business intended to be carried on by the company or entered into more than two years before the filing of this statement). Time and place at which the contracts or copies thereof may be inspected. Name and addresses of the auditors of the company (if any). Companies 209 Full particulars of the nature and extent of the interest of every director in the promotion of, or in the property proposed to be acquired by the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company. Whether the articles contain any provisions precluding holders of shares or debentures receiving and inspecting balance sheets or reports of the auditors or other reports. Nature of the provisions. Signatures of the persons above-named as directors or proposed directors, or of their agents authorised in writing. ………………………………… ………………………………… ………………………………… 210 Companies SCHEDULE III [Section 119] FORM A Memorandum of Association of a Company Limited by Shares 1st. The name of the company is “The Central American Steam Packet Company, Limited”. 2nd. The registered office of the company will be situate in Belize. 3rd. The objects for which the company is established are “the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine, and the doing all such other things as are incidental or conducive to the attainment of the above object”. 4th. The liability of the members is limited. 5th. The share capital of the company is one million dollars, divided into one thousand shares of one thousand dollars each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Names, Addresses and Descriptions of Subscribers Number of Shares taken by each Subscriber “1. John Jones of Merchant 200 “2. John Smith of … 25 Companies 211 “3. Thomas Green of … 30 “4. John Thompson of … 40 “5. Caleb White of … 15 “6. Andrew Brown of … 5 “7. Caesar White of … 10 Total shares taken … 325 Dated the day of , 20 . Witness to the above signatures, A. B., No. 13, Regent Street, Belize City, Belize. FORM B Memorandum of Association of a Company Limited by Guarantee, not having a Share Capital Memorandum of Association [Section 21] 1st. The name of the company is “The Belize Marine Association Limited”. 2nd. The registered office of the company will be situate in Belize. 3rd. The objects for which the company is established are “the mutual insurance of ships belonging to members of the company, and the doing all such other things as are incidental or conducive to the attainment of the above object”. 212 Companies 4th. The liability of the members is limited. 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound-up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges, and expenses of winding-up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding fifty dollars. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association. Companies 213 Names, Addresses and Descriptions of Subscribers “1. John Jones of in the district of merchant. “2. John Smith of in the district of “3. Thomas Green of in the district of “4. John Thompson of in the district of “5. Caleb White of in the district of “6. Andrew Brown of in the district of “7. Caesar White of in the district of Dated the day of , 20 . Witness to the above signatures, A. B., No. 13, Regent Street, Belize City, Belize. 214 Companies Articles of Association to accompany Preceding Memorandum of Association Number of Members 1. The company, for the purpose of registration, is declared to consist of five hundred members. 2. The directors hereinafter mentioned may, whenever the business of the association requires it, register an increase of members. Definition of Members 3. Every person shall be deemed to have agreed to become a member of the company who insures any ship or share in a ship in pursuance of the regulations hereinafter contained. General Meetings 4. The first general meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the company, and at such place as the directors may determine. 5. A general meeting shall be held once in every year at such time (not being more than fifteen months after the holding of the last preceding general meeting) and places as may be prescribed by the company in general meeting, or, in default, at such time in the month following that in which the anniversary of the company’s incorporation occurs, and at such place as the directors shall appoint. In default of a general meeting being so held, a general meeting shall be held in the month next following, and may be convened by any two members in the same manner as nearly as possible as that in which meetings are to be convened by the directors. Companies 215 6. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary. 7. The directors may, whenever they think fit, and shall on a requisition made in writing by any five or more members, convene an extraordinary general meeting. 8. Any requisition made by the members must state the object of the meeting proposed to be called, and must be signed by the requisitionists and deposited at the registered office of the company. 9. On receipt of the requisition, the directors shall forthwith proceed to convene a general meeting; if they do not proceed to cause a meeting to be held within twenty-one days from the date of the requisition being so deposited, the requisitionists or any other five members, may themselves convene a meeting. Proceedings at General Meetings 10. Seven days’ notice at the least, specifying the place, the day, and the hour of meeting, and in case of special business the general nature of the business, shall be given to the members in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting; but the non-receipt of such a notice by any member shall not invalidate the proceedings at any general meeting. 11. All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of the consideration of the accounts, balance sheets, and the ordinary report of the directors and auditors, the election of directors and other officers in the place of those retiring by rotation, and the fixing of the remuneration of the auditors. 216 Companies 12. No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of members is present at the commencement of the business. The quorum shall be ascertained as follows (that is to say), if the members of the company at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten there shall be added to the above quorum one for every five additional members up to fifty, and one for every ten additional members after fifty; with this limitation, that no quorum shall in any case exceed thirty. 13. If within one hour from the time appointed for the meeting a quorum of members is not present, the meeting, if convened on the requisition of the members, shall be dissolved; in any other case it shall stand adjourned to the same day in the following week at the same time and place; and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die. 14. The chairperson (if any) of the directors shall preside as chairperson at every general meeting of the company. 15. If there is no such chairperson, or if at any meeting he is not present at the time of holding the same, the members present shall choose someone of their number to be chairperson of that meeting. 16. The chairperson may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 17. At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the book of proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution. Companies 217 18. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Votes of Members 19. Every member shall have one vote and no more. 20. If any member is a lunatic or idiot, he may vote by his committee, curator bonis, or other legal curator. 21. No member shall be entitled to vote at any meeting unless all moneys due from him to the company have been paid. 22. On a poll, votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointor, or if such appointor is a corporation, under its common seal. 23. No person shall act as a proxy unless he is a member, or unless he is appointed to act at the meeting as proxy for a corporation. The instrument appointing him shall be deposited at the registered office of the company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote. 24. Any instrument appointing a proxy shall be in the following form, Company, Limited. of in the District of being a member of the Company, Limited, hereby appoint of as my proxy, to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be] general meeting of the company to be held on the day of and at any adjournment thereof. Signed this day of 218 Companies Directors 25. The number of the directors, and the names of the first directors, shall be determined by the subscribers of the memorandum of association. 26. Until directors are appointed, the subscribers of the memorandum of association shall for all the purposes of the Companies Act be deemed to be directors. Powers of Directors 27. The business of the company shall be managed by the directors, who may exercise all such powers of the company as are not by the Companies Act or by any statutory modification thereof for the time being in force, or by these articles, required to be exercised by the company in general meeting; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. Election of Directors 28. The directors shall be elected annually by the company in general meeting. Business of Company [Here insert Rules as to Mode in which Business of Insurance is to be conducted.] Audit 29. Auditors shall be appointed and their duties regulated in accordance with sections 113 and 114 of Chapter 250, or any statutory modification thereof or the time being in force, and for this purpose the said sections shall have effect as if the word Companies 219 “members” were substituted for “shareholders,” and as if “first general meeting” were substituted for “statutory meeting”. Notices 30. A notice may be given by the company to any member either personally, or by sending it by post to him to his registered address. 31. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and unless the contrary is proved, to have been effected at the time at which the letter would be delivered in the ordinary course of post. Names, Addresses and Descriptions of Subscribers “1. John Jones, of in the district of merchant “2. John Smith, of in the district of “3. Thomas Green, of in the district of “4. John Thompson, of in the district of “5. Caleb White, of in the district of “6. Andrew Brown, of in the district of “7. Caesar White, of in the district of Dated the day of 20 . Witness to the above signatures, A. B., No. 13, Regent Street, Belize City, Belize. 220 Companies FORM C [Section 21] Memorandum and Articles of Association of a Company Limited by Guarantee, and Having a Share Capital Memorandum of Association 1st. The name of the company is “The Corozal Hotel Company, Limited”. 2nd. The registered office of the company will be situate in Belize. 3rd. The objects for which the company is established are “the facilitating of travelling in Belize, by providing hotels and conveyances by sea and by land for the accommodation of travellers, and the doing of all such other things as are incidental or conducive to the attainment of the above object”. 4th. The liability of the members is limited. 5th. Every member of the company undertakes to contribute to the assets of the company in the event of its being wound-up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceases to be a member, and the costs, charges, and expenses of winding-up the same and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding one hundred dollars. 6th. The share capital of the company shall consist of five hundred thousand dollars, divided into five thousand shares of one hundred dollars each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, Companies 221 in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. Names, Addresses and Descriptions of Subscribers Number of Shares taken by each Subscriber “1. John Jones of in the district of merchant 200 “2. John Smith of in the district of ... 25 “3. Thomas Green of in the district of ... 30 “4. John Thompson of in the district of ... 40 “5. Caleb White of in the district of ... 15 “6. Andrew Brown of in the district of ... 5 “7. Caesar White of in the district of ... 10 Total shares taken ... 325 Dated the day of 20 . Witness to the above signatures, A. B., No. 13, Regent Street, Belize City, Belize. 222 Companies Articles of Association to accompany the Preceding Memorandum of Association 1. The directors may, with the sanction of the company in general meeting, reduce the amount of shares in the company. 2. The directors may, with the sanction of the company in general meeting, cancel any shares belonging to the company. CAP. 250. 3. All the articles of Table A of the Companies Act shall be deemed to be incorporated with these articles and to apply to the company. Names, Addresses and Descriptions of Subscribers “1. John Jones, of in the district of merchant. “2. John smith, of in the district of “3. Thomas Green, of in the district of “4. John Thompson, of in the district of “5. Caleb White, of in the district of “6. Andrew Brown, of in the district of “7. Caesar White, of in the district of Dated the day of 20 . Witness to the above signatures, A. B., No. 13, Regent Street, Belize City, Belize. Companies 223 FORM D [Section 10] Memorandum and Articles of Association of an Unlimited Company Having a Share Capital Memorandum of Association 1st. The name of the company is “The Patent Stereotype Company”. 2nd. The registered office of the company will be situate in Belize. 3rd. The objects for which the company is established are “the working of a patent method of founding and casting stereotype plates, for which method John Smith, of Belize, is the sole patentee”. We, the several persons whose names are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. 224 Companies Names, Addresses and of Subscribers Descriptions “1. John Jones of in the district of merchant 3 “2. John Smith of in the district of ... 2 “3. Thomas Green of in the district of ... 1 “4. John Thompson of in the district of ... 2 “5. Caleb White of in the district of ... 2 “6. Andrew Brown of in the district of ... 1 “7. Caesar White of in the district of ... 1 Total shares taken ... 12 Dated the day of 20 . Witness to the above signatures, A. B., Front Street, Belize City, Belize. Companies 225 Articles of Association to accompany the Preceding Memorandum of Association 1. The share capital of the company is ten thousand dollars, divided into twenty shares of five hundred dollars each. 2. All the Articles of Part A of the Companies Act shall be deemed to be incorporated with these articles, and to apply to the company. Names, Addresses and Descriptions of Subscribers “1. John Jones, of in the district of merchant. “2. John smith, of in the district of “3. Thomas Green, of in the district of “4. John Thompson, of in the district of “5. Caleb White, of in the district of “6. Andrew Brown, of in the district of “7. Abel Brown, of in the district of Dated the day of 20 . Witness to the above signatures, A. B., Front Street, Belize City, Belize. 226 Companies FORM E As required by Part II of this Act Summary of Share Capital and Shares of the Company, Limited, made up to the day of 20 . (being the fourteenth day after the date of the first ordinary general meeting in 20 ). } } Nominal share capital $ divided into1 … shares of $ each shares of $ each Total number of shares taken up1 to the day of ....... 20 (which number must agree with the total shown in the list as held by existing members). } Number of shares issued subject to payment wholly in cash ... ... ... ... } } Number of shares issued as fully paid-up otherwise than in cash ... ... ... ... ... Number of shares issued as partly paid-up to the extent of per share otherwise than in cash 2There has been called up on each of shares, $ There has been called up on each of shares, $ 2There has been called up on each of shares, $ 1 When there are shares of different kinds of amounts (e.g. preference shares and ordinary shares, or $50 or $25) state the numbers and nominal values separately. 2 Where various amounts have been called or there are shares of different kinds, state them separately. Companies 227 }$ }$ }$ }$ 3Total amount of calls received, including payments on application and allotment ... ... ... Total amount (if any) agreed to be considered as paid on shares which have been issued as fully paid-up otherwise than in cash ... ... ... Total amount (if any) agreed to be considered as paid on shares which have been issued as partly paid-up to the extent of per share... ... ... Total amount of calls unpaid ... ... ... }$ Total amount (if any) of sums paid by way of commission in respect of shares or debentures or allowed by way of discount since date of last summary ... ... ... ... ... Total amount (if any) paid on4 shares forfeited $ }$ }$ }$ 19 of 2013. Repealed 19 of 2013. Repealed Number of shares or amount of stock comprised in each share warrant ... ... ... ... Total amount of debt due from the company in respect of all mortgages and charges which are required to be registered with the Registrar ... ... ... ... Statement in the form of a balance sheet made up to the day of 20 , containing the particulars of the capital, liabilities and assets of the company. 3 Include what has been received on forfeited as well as on existing shares. 4 State the aggregate number of shares forfeited, if any. 228 Companies The Return must be signed at the end by the manager or secretary of the company. Presented for filing by List of persons holding shares in the Company, Limited, on the day of 20 , and of persons who have held shares therein at any time since the date of the last return, showing their names and addresses and an account of the shares so held. Companies 229 Names, Address and Account of Shares Occupation Sur- name Chris- tian Name Add- ress Occu- pation †Number of Shares held by existing Members at Date of §Particulars of Shares transferred since the Date of the last Return by Persons who are still members §Particulars of Shares transferred since the Date of the last Return by Persons who have ceased to be members Remarks Return. Num -ber‡ Date of Regis- tration of Trans- fer Num -ber Date of Regis- tration of Transfer Names and Addresses of the persons who are the Directors of the Limited, on the day of , 20 . NOTE- Banking companies must add a list of all their places of business. (Signature) (State whether Manager or Secretary) † The aggregate number of shares held, and not the distinctive numbers, must be stated, and in the column must be added up throughout so as to make one total to agree with that stated in the summary to have been taken up. ‡ When the shares are of different classes these column may be subdivided so that the number of each class held or transferred may be shown separately. § The date of registration of each transfer should be given as well as the number of shares transferred on each date. The particulars should be placed opposite the name of the transferor and not opposite that of the transferee, but the name of the transferee may be inserted in the “Remarks” column immediately opposite the particulars of each transfer. 230 Companies FORM F [Section 20] Licence to Hold Lands The Minister hereby licences the.............................................. to hold the lands hereunder described (insert description of lands) [or to hold lands not exceeding in the whole acres]. The conditions of this licence are [insert conditions, if any]. Companies 231 SCHEDULE IV [Section 256] Miscellaneous Fees Provisions Referred to in Section 256 of the Act Provisions relating to, The conclusiveness of certificates of incorporation s. 17 Restrictions on appointments or advertisement of directors s. 74 Restrictions on commencement of business s. 89 Returns as to allotments s. 90 Statutory meetings s. 67 The particulars as to directors and mortgage debt and the statement in the form of a balance sheet in the annual summary s. 27 The appointment and remuneration, and powers and duties of auditors s.113, 114 Obligations of companies where no prospectus is issued s. 84 Registration of mortgages and charges in England and Ireland. s. 95 Filing of accounts of receiver and manager s. 97 Notice by liquidator in voluntary winding-up of his appointment s. 180 Rights of creditors in a voluntary winding-up; and s. 181 Requirements as to companies established outside Belize s.250