Interpretation

(1) In this Act, unless the context otherwise requires, “act” includes omissions“annual declaration” shall be construed in accordance with CAP. 263. “Bank” means a person registered under the Banks and Financial Institutions Act, and any statutory modification thereto; “business” for the purpose of section 3(2) means, in respect of– (a) business carried on within Belize– (i) the practice of the profession of law or accountancy; or (ii) any other business where the capital invested or to be invested in Belize is not less than five hundred thousand dollars; 7 (b) business carried outside Belize, any type of business; CAP. 270. “charge” includes a security interest created in accordance with the International Business Companies Act, and any statutory modification thereto, and cognate terms shall be construed accordingly; “Court” means the Supreme Court of Judicature of Belize or a judge thereof; “debt” includes obligation; “declaration” means a declaration delivered to the Registrar pursuant to section 17 together with any statement delivered to the Registrar pursuant to section 18 or section 25(2), specifying a change in the information stated in it; “Deputy Registrar” means the Deputy Registrar appointment by the competent authority to act as Deputy Registrar; “designated partner” means, in relation to a limited liability partnership, any partner identified as such in the declaration or, if none, the partner whose name first appears in the statement of partners in the declaration; “dollar “ means the Belize dollars; “insolvent” shall be construed in accordance with sub-section (2); “insurance company” means a company carrying on insurance business in accordance with the requirements of the International Insurance Act, and any statutory modification thereto; CAP. 269. “limited liability partnerships” shall be construed in accordance with section 3; “limited liability partnership property” has the meaning given to it in section 4(1); 8 “loss” includes damage and injury; “Minister” means the Minister with responsibility for finance; “partner” means, in relation to a limited liability partnership, any person who is a partner and named as such in the “partnership agreement” means any agreement of the partners as to the affairs of a limited liability partnership and the rights and obligations of the partners among themselves; “partnership interest” means, in relation to a partner in a limited liability partner-ship, a share of the profits and losses of the partnership and a right to receive distributions of the limited liability partnership property, including any sum due to the partner and for the time being retained in the partnership, otherwise than by way of loan, together with any other benefit conferred by the partnership agreement other than any liability of the partnership to him by way of loan; “prescribed” means prescribed by Order made by the Minister; “property” means land, money, goods, things in action, goodwill, and every valuable thing, whether movable or immovable, and whether situated in Belize or elsewhere, and also means obligations, and every description of estate, interest, and profit, present or future, vested or contingent, arising out of or incidental to property; “register” means the register maintained pursuant to section 36 (2); “Registrar” shall be construed in accordance with section 36 (1) 0f this Act and “his seal” means a seal prepared under that 9 “registration date” means, in relation to a limited liability partnership, the date specified in the certificate issued pursuant to section 17(5); “Registry” means the International Business Companies “Regulations” means regulations made by the Minister from time to time for the better carrying out of the provisions of this Act and for prescribing anything that needs to be prescribed; and “retirement” means any act or occurrence whereby a person ceases to be a partner in a limited liability partnership, other than by where the person is an individual, his death or, where the person is not an individual, its ceasing to exist. (2) For the purposes of this Act, a limited liability partnership is insolvent if it is unable to discharge its debts, including any liability to a partner or former partner by way of loan but excluding any liability to a partner or former partner in respect of partnership interest or otherwise, as they fall due prescribed; (3) For the purposes of this Act, any reference to a loan includes any payment of interest on the loan which has fallen due. (4) In this Act, where a limited liability partnership has more than one designated partner– (a) anything that a designated partner is required by this Act to do may be done by any one of the designated partners; and (b) anything which constitutes an offence by a designated partner under this Act constitutes an offence by each of the designated partners. 10 (5) Where more than one person is responsible for winding- up the affairs of a limited liability partnership, sub-section (4) shall have effect in relation to the persons responsible for winding-up the affairs of the limited liability partnership as it has effect in relation to designated partners. (6) In this Act, except as provided in section 7(8), any reference to the person responsible for winding-up the affairs of a limited liability partnership shall be construed as a reference to the person so responsible by virtue of section 26(1) or (2) or (7) In this Act, any requirement to give the name and address of any person shall be construed as a requirement to give– (a) where the person is an individual, his full name and an address for service in Belize; (b) where the person is a body corporate, its full name, the place where it is incorporated, and its registered office; (c) where the person is a limited liability partnership, its name, as it appears in its declaration, and its registered office; and (d) in any other case not covered in paragraphs (a) to (c) of this sub-section, its full name and principal place of business.