Fundamental changes

(1) Except with the prior written approval of the Central Bank, no licensee shall– (a) merge or consolidate with any other licensee or with an international bank licensed under the International Banking Act; CAP. 267. 63 (b) directly or indirectly acquire any material portion of the assets of, or assume any material portion of the liabilities of another licensee or of an international bank licensed under the International Banking Act; CAP. 267. (c) sell or dispose the whole or any material portion of its banking or financial business by any means; (d) engage in any banking business or financial business not specified in its licence; (e) repurchase its own shares or make loans or extend credit for the purchase of its own (f) change its title or name; (g) take any action to reduce or materially impair, in any respect, its paid-up capital and assigned (h) establish a subsidiary or branch in Belize, or relocate its head office or move branches from one location to another in Belize or another jurisdiction; (i) amend its memorandum or articles of association, or any other constituent document under which it is incorporated; (j) acquire or dispose of shareholding or ownership rights in any bank or financial institution in any jurisdiction, inside or outside of Belize; or 64 (k) carry out any substantial change to its operations in Belize or in another jurisdiction. (2) A licensee seeking approval under sub-section (1) shall submit to the Central Bank an application containing such information and in such form as the Central Bank may specify. (3) The Central Bank shall not approve any of the changes specified in sub-section (1) if, in its opinion, the proposed change as described in that sub-section will adversely affect the condition or operations of the licensee, or be detrimental to the interests of depositors or customers of the licensee, or, if in the opinion of the Central Bank, poses a potential threat to the stability of the financial system. (4) The Central Bank may grant its approval under this section subject to such conditions as it deems fit and may at any time, add to, vary or revoke any condition. (5) Upon any changes made in accordance with sub-section (1), the Central Bank may make appropriate modifications to the licence of the licensee or resulting licensee, as the case may be, or may cause to be issued a new licence to the licensee or resulting licensee, and any such licence may be subject to such terms and conditions, if any, as may be specified therein. (6) Upon the issuance of a new or modified licence to any licensee or resulting licensee under sub-section (5), the Central Bank shall immediately transmit one certified copy of such licence to the Registrar of Companies, in the case of a local licensee, and one certified copy of such licence to the head office and each branch thereof of the licensee, which copies thereupon shall be displayed in the manner provided in section 26 (1). (7) Any licensee which fails to comply with any of the provisions of sub-section (1) or with any requirement of the 65 Central Bank imposed under this section shall, on being called upon in writing, pay the Central Bank a fine not exceeding ten thousand dollars for each day of such failure to comply. Where a licensee fails to comply with any written requirement of the Central Bank under this section, the principal officer of such licensee shall be deemed to have been personally responsible for the failure of the licensee to comply and shall be liable to pay to the Central Bank ten thousand dollars for each day of such failure to comply.