Memorandum

(1) The Memorandum must include– (a) the name of the company; (b) the full address within Belize of the registered office of the company; (c) the name and full address within Belize of the registered agent of the company; (d) the objects or purposes for which the company is to be incorporated; (e) the currency in which shares in the company shall be issued; (f) a statement of the authorised capital of the company setting forth the aggregate of the par value of all shares with par value that the company is authorised to issue and the amount, if any, to be represented by shares without par value that the company is authorised to issue; (g) a statement of the number of classes and series of shares, the number of shares of each such International Business Companies[CAP. 270 27 class and series and the par value of shares with par value and that shares may be without par value, if that is the case; (h) a statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue, unless the directors are to be authorised to fix any such designations, powers, preferences, rights, qualifications, limitations and restrictions, and in that case, an express grant of such authority as may be desired to grant to the directors to fix by a resolution any such designations, powers, preferences, rights, qualifications, limitations and restrictions that have not been fixed by the (i) a statement that the company is prohibited by this or any other enactment from issuing bearer shares, and that the company is not authorised to– (i) issue bearer shares; (ii) convert registered shares to bearer shares; or (iii) exchange registered shares for bearer (2) For the purposes of sub-section (1)(d), if the Memorandum contains a statement either alone or with other objects or purposes that the object or purpose of the company is to engage in any act or activity that is not prohibited under any law for the time being in force in Belize, the effect of that statement is to make all acts and activities that are not illegal 28 part of the objects or purposes of the company, subject to any limitations in the Memorandum. (3) The Memorandum must be subscribed to by a person in the presence of another person who must sign his name as a witness. (4) The Memorandum, when registered, binds the company and its members from time to time to the same extent as if each member had subscribed his name and affixed his seal thereto and as if there were contained in the Memorandum, on the part of himself, his heirs, executors and administrators, a covenant to observe the provisions of the Memorandum, subject to this Act.