Interpretation

In this Act, unless the context otherwise requires, “articles of organisation” means the article of organisation filed with the Registrar for the purpose of forming an international limited liability company as specified in section 14 of this Act; “assignee” means any person who acquires in any manner the ownership of an interest in a limited liability company but who has not been admitted as a member; “beneficial owner” means a person who enjoys all the rights and benefits associated with the ownership of property or an interest in property but who may not necessarily be registered or listed as the legal owner of such property or interest in such “business” means any lawful activity, including ownership of real or personal property, whether or not engaged in for profit; “capital account” means a separate account maintained for each member; the capital account of each member shall consist of the fair market value of such member’s original capital contribution, increased by (1) additional capital contributions International Limited Liability Companies[CAP. 270:01 9 and, (2) such member’s share of company profits and decreased by (a) distributions to such member of cash or other property and (b) such member’s share of company losses; “Commission” means the International Financial Services Commission, established under the International Financial Services Commission Act, Cap. 272; “contribution” or “capital contribution” means anything of value which a person may contribute to a limited liability company as a prerequisite for or in connection with membership, including cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services; “control” means the power, directly or indirectly, to appoint or remove a majority of the managers of a limited liability company or to exercise ten per centum or more of the voting power at a general or special meeting of members of such “Court” means the Supreme Court of Belize; “distribution” means a transfer of money, property or other benefit from a limited liability company to, or for the benefit of, a member in the capacity as a member, or to, or for the benefit of, an assignee of a member’s interest in a limited liability company, in respect of a limited liability company “dollar” or “$” means dollar in the currency of the United States of America unless specifically provided otherwise; “entity” means a body corporate or un-incorporate; “event of duress” means the occurrence of any of the following, 10 (a) war or civil disturbance that directly or indirectly endangers or may endanger the safety of any money, investments, or property that may be included in or form part of the (b) political action anywhere in the world, regardless of whether (1) instigated by any government, political organisation, or individual, or (2) constitutional or otherwise, which directly or indirectly will or may endanger the safety of any money, investments, or property that may be included in or form a part of the company property; (c) the enactment, passage or issuance anywhere in the world of any law, regulation, decree, or measure that directly or indirectly will or may expropriate, sequestrate, or in any way control, restrict, or prevent the free disposal by the company of any money, investments, or property that may be included in or form a part of the company property; (d) action or threat of action anywhere in the world by any government department, agency, or any official purporting to act on the instructions and with the authority of such government department, or agency, which directly or indirectly will or may expropriate, sequestrate, levy, lien, or in any way control, restrict, or prevent the free disposal by the company of any money, investments, or property that may from time to time be included in or form a part of the company (e) a claim, order, decree, or judgment or threat of any order, decree or judgment of any court or tribunal anywhere in the world that directly or indirectly will or may expropriate, sequestrate, levy, lien, or in any way control, restrict, or prevent the free disposal by the company of any money, investments, or property that may from time to time be included in or form part of the company property and any distribution therefrom; (f) a claim, litigation or threat of litigation anywhere in the world that directly or indirectly may result in any order, decree, or judgment of any court or tribunal which directly or indirectly will or may expropriate, sequestrate, levy, lien, or in any way (i) control, restrict, or prevent the free disposal by the company of any money, investments, or property that may from time to time be company property; or (ii) violate this Act; “financial institution” means a bank or financial institution as defined in the Banks and Financial Institutions Act, Cap. 263 or the International Banking Act, Cap. 267, and includes brokerage firms and insurance companies; “foreign limited liability company” means a limited liability company of similar nature to that herein defined, formed under the laws of any jurisdiction other than Belize; “limited liability company” or “company” or “LLC” means an international limited liability company organised and existing under this Act; “manager” means the person or persons entitled to manage a limited liability company pursuant to section 63 of this Act; “member” means a person with an ownership interest in a limited liability company with the rights and obligations specified under this Act; 12 “membership interest” means a member’s share of the profits and losses of a limited liability company and the right to receive distributions of the limited liability company’s assets; “membership rights” means all of the rights of a member in a company including membership interest, voting rights and any other rights or interest arising from or incidental to being a member whether prescribed in this Act or in an operating agreement or otherwise at law; “Minister” means the Minister for the time being responsible for international financial services; “operating agreement” means any valid agreement of all of the members as to the affairs of a limited liability company and the conduct of its business; and in the case of a limited liability company that has a single member, any written statement and any amendments thereto of the member in good faith purporting to govern the affairs of a limited liability company or the conduct of its business as of the effective time of the statement; “person” means a natural person or a legal person; “real property” includes land, any interest whether leasehold or other estate in the land, and any improvements on it; “Register” means the Register of International Limited Liability Companies maintained by the Registrar; “registered agent” means a person licensed to conduct company formation or management services under the provisions of the International Financial Services Commission Act, Cap. 272; “registered mail” means any form of mail that enables a person to track such mail together with a receipt on delivery and includes mail sent by express but it does not include electronic mail; “registered office” means the office of the registered agent of the limited liability company; “Registrar” means Registrar of International Limited Liability Companies appointed pursuant to section 28 of this Act; “resident” means resident for the purposes of the Income and Business Tax Act, Cap. 55 and the Exchange Control Regulations Act, Cap. 52; “succession committee” means a committee of one or more members of the limited liability company, appointed by the Manager pursuant to section 68 of this Act; “termination of a member’s interest” means a complete cessation of a member’s continued membership in a limited liability company for any of the reasons enumerated in section 59 of this Act; “transfer” by a member of his interest in the limited liability company means any sale, assignment, pledge, hypothecation, gift, bequest, or other voluntary disposition of such member’s interest or any part thereof or any interest therein, but it does not include an involuntary transfer, transfer by inheritance other than by specific bequest, or transfer by operation of law.