Form of instruments; filing

(1) Whenever any provision of this Act requires any instrument to be filed with the Registrar, such instrument shall comply with the provisions of this section unless otherwise expressly provided by another law in Belize. (2) Every instrument referenced herein, filed or required to be filed, shall be, (a) in English, except that the company name may be in another language if written in 14 English letters or characters as provided in section 17(2) of this Act; or (b) accompanied by a English translation, if the instrument is not in English. (3) For the purpose of this Act, a certified translation is a translation in the English language, certified as true and correct by a translator, to the satisfaction of the Registrar. (4) All instruments shall be signed by the registered agent or a manager duly authorised by the limited liability company to sign such instruments on behalf of the limited liability company, or such other person duly delegated such authority by the manager or managers in whom such authority resides. (5) Whenever any provision of this Act requires an instrument to be acknowledged, such requirement means, (a) the person signing the instrument shall acknowledge that it is his act and deed or that it is the act and deed of the limited liability company, as the case may be; and (b) the instrument shall be acknowledged before a notary public, commissioner of oaths or authorised to take acknowledgments, who shall attest that he knows the making the acknowledgment to be the person who executed the instrument. (6) Whenever any provision of this Act requires any instrument to be filed with the Registrar, such requirement means that, (a) an original and a duplicate copy of the signed instrument together with the appropriate fee shall be delivered to the Registrar; (b) upon delivery of instruments in subsection( 6)(a) of this section, together with the required fees to the Registrar, the Registrar shall certify that the instrument has been filed in his office by endorsing the word “Filed” and affixing the date on the original instrument; the said date shall be the filing date; (c) the Registrar shall ensure the instruments are in conformity with the provisions of this Act and shall compare the duplicate signed and acknowledged copy with the original signed and acknowledged instrument, and if it is found that the text is identical, shall affix on the duplicate copy the same endorsement of filing as affixed on the original; the Registrar shall retain the signed original in the Registrar’s files and return the duplicate copy to the registered agent; the endorsement constitutes a certificate from the Registrar that the document is a true copy of the instrument filed and that it was filed as of the date stated in the endorsement; (d) any instrument filed in accordance with this subsection shall be effective as of the filing date stated thereon; and (e) no person is affected by or is presumed to have notice or knowledge of the contents of a document concerning a limited liability company by reason only that the document has been filed with the Registrar and is available for inspection at any office of the (7) If the Registrar is unable to make a determination that the documents are in conformity with the relevant provisions 16 of this Act at the time any documents are delivered for filing, the documents are deemed to have been filed at the time of delivery if the Registrar subsequently determines either of the following, (a) the documents as delivered conform to the provisions of this Act; or (b) within twenty days after the Registrar gives notice of nonconformity to the person who delivered the documents for filing or the person’s representative, the documents are brought into conformity. (8) If the documents are not brought into conformity under the provisions of subsection (7) of this section, then the articles shall be deemed filed on the date of conformity without regard to when they were delivered for filing, and shall be so stamped or endorsed by the Registrar. (9) A document may specify a delayed effective time or date, or both, and is effective at that specified time and date. If the document specifies a delayed effective date but does not specify the time, the document is effective on the specified date at 12:01 a.m. local time. A delayed effective date for a document may not be later than the ninetieth day after the date the document is delivered to the Registrar for filing. (10) Any instrument relating to a limited liability company and filed with the Registrar under this Act may be corrected with respect to any error apparent on the face or defect in the execution thereof by filing with the Registrar a certificate of correction, executed and acknowledged in the manner required for the original instrument. The certificate of correction shall specify the error or defect to be corrected and shall set forth the portion of the instrument in correct form. The corrected instrument when filed shall be effective as of the date the original instrument was filed.