Procedure on winding-up and dissolution

(1) The directors of a company required under section 97, or proposing under section 98, to wind-up and dissolve the company must approve a plan of dissolution containing– (a) a statement of the reason for the winding-up and dissolving; (b) a statement that the company is, and will continue to be, able to discharge or pay or provide for the payment of all claims, debts, liabilities and obligations in full; (c) a statement that the will commence on the date when articles of dissolution are submitted to the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of 108 (d) a statement of the estimated time required to wind-up and dissolve the company; (e) a statement as to whether the liquidator is authorised to carry on the business of the company if the liquidator determines that to do so would be necessary or in the best interests of the creditors or members of the company; (f) a statement of the name and address of each person to be appointed a liquidator and the remuneration proposed to be paid to each liquidator; and (g) a statement as to whether the liquidator is required to send to all members a statement of account prepared or caused to be prepared by the liquidator in respect of his actions or transactions. (2) If a winding-up and dissolution is being affected in a case where section 98(2) is applicable– (a) the plan of dissolution must be authorised by a resolution of members, and the holders of the outstanding shares of a class or series of shares are entitled to vote on the plan of dissolution as a class or series only if the Memorandum or Articles so provide; (b) if a meeting of members is to be held, notice of the meeting, accompanied by a copy of the plan of dissolution, must be given to each member, whether or not entitled to vote on the plan of dissolution; and (c) if it is proposed to obtain the written consent of members, a copy of the plan of dissolution International Business Companies[CAP. 270 109 must be given to each member, whether or not entitled to consent to the plan of dissolution. (3) After approval of the plan of dissolution by the directors, and if required, by the members in accordance with sub-section (2) of this section, articles of dissolution must be executed by the company and must contain– (a) the plan of dissolution; and (b) the manner in which the plan of dissolution was authorised. (4) Articles of dissolution must be submitted to the Registrar who must retain and register them in the Register and within 30 days immediately following the date on which the articles of dissolution are submitted to the Registrar, the company must cause to be published, in the Gazette or the website of the Registrar, in a publication of general circulation in Belize and in a publication of general circulation in the country or place where the company has its principal office, a notice stating– (a) that the company is in dissolution; (b) the date of commencement of the dissolution; (c) the names and addresses of the liquidators. (5) A winding-up and dissolution commences on the date the articles of dissolution are registered by the Registrar or on such date subsequent thereto, not exceeding 30 days, as is stated in the articles of dissolution. (6) A liquidator shall, upon completion of a winding-up and dissolution, submit to the Registrar a statement that the winding- up and dissolution has been completed, and upon receiving the notice, the Registrar shall– (a) strike the company off the Register; and 110 (b) issue a certificate of dissolution under his hand and seal certifying that the company has been dissolved. (7) Where the Registrar issues a certificate of dissolution under his hand and seal certifying that the company has been dissolved– (a) the certificate is prima facie evidence of compliance with all requirements of this Act in respect of dissolution; and (b) the dissolution of the company is effective from the date of the issue of the certificate. (8) Immediately following the issue by the Registrar of a certificate of dissolution under sub-section (6), the liquidator shall cause to be published, in the Gazette or the website of the Registrar, in a publication of general circulation in Belize and in a publication of general circulation in the country or place where the company has its principal office, a notice that the company has been dissolved and has been struck off the Register. (9) A company that wilfully contravenes sub-section (4) is liable to a penalty of $50 for every day or part thereof during which the contravention continues, and a director or liquidator who knowingly permits the contravention is liable to a like