Interpretation

(1) In this Act, unless the context otherwise requires“Approved Stock Exchange” means the International Stock Exchange of the United Kingdom and the Republic of Ireland Limited (including the Unlisted Security Market of the International Stock Exchange), the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers’ Automated Quotation System of the United States of America or any other stock exchange approved for this purpose by the Minister; “Articles” means the Articles of Association of a company incorporated under this Act; International Business Companies[CAP. 270 11 “authorised capital” of a company means the sum of the aggregate par value of all shares with par value which the company is authorised by its Memorandum to issue, plus the amount, if any, stated in its Memorandum as authorised capital to be represented by shares without par value which the company is authorised by its Memorandum to issue; “Belize Offshore Practitioner Association” means a body corporate established by the Belize Offshore Practitioners Association Act; CAP. 273. “beneficial owner” means the natural person– (a) who ultimately owns or controls a customer; (b) on whose behalf a transaction is being conducted; or (c) who exercise ultimate effective control over a legal person or arrangement; “capital” of a company means the sum of the aggregate par value of all outstanding shares with par value of the company and shares with par value held by the company as treasury shares plus, (a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the company and shares without par value held by the company as treasury shares; and (b) the amounts as are from time to time transferred from surplus to capital by a resolution of directors; “collective investment scheme” means a scheme carried on by a company, a partnership or a unit trust that issues equity interests, the purpose or effect of which is the pooling of investor funds 12 with the object of spreading investment risks and enabling investors in the scheme to receive profits or gains from the acquisition, holding, management or disposal of investments, provided that the pooling of funds by banks and insurance companies shall not be deemed to be within this definition; “continued” means continued within the context of Part VIII; “court” means the Supreme Court or a Judge thereof; “dollar” or “$” means– (a) subject to paragraph (b), a dollar in the currency of the United States of America; CAP. 262. (b) where a company is a person resident in Belize, the provisions of section 21 of the Central Bank of Belize Act continues to apply in respect of operational activities undertaken in Belize; “the Gazette” means the Belize Government Gazette and includes any supplement thereto; “member” means a person who holds shares in a company; “Memorandum” means the Memorandum of Association of a company incorporated under this Act; “person resident in Belize” means a person who ordinarily resides within Belize or carries on business from an office or other fixed place of business within Belize, such as an included entity under the Economic Substance Act; CAP. 273:01. “public investment company” means a company which fulfils the requirements of and is registered in accordance with section 121; International Business Companies[CAP. 270 13 “Register” means the Register of International Business Companies maintained by the Registrar in accordance with section 14(1) or a Branch Register of International Business Companies maintained by a Deputy-Registrar in accordance with section 14(2); “register of beneficial owners” means the register of beneficial owners pursuant to section 82B; “Registrar” means the Registrar appointed by the Minister in accordance with section 131(1) or a Deputy-Registrar appointed by the Registrar in accordance with section 131(2); “securities” means shares and debt obligations of every kind, and options, warrants and rights to acquire shares or debt obligations; “surplus”, in relation to a company, means the excess, if any, at the time of the determination, of the total assets of the company over the sum of its total liabilities as shown in the books of account, plus its capital; “treasury shares” means shares of a company that were previously issued but were repurchased, redeemed or otherwise acquired by the company and not cancelled; “ultimately owns or controls” and “ultimate effective control” refer to situations in which ownership or control is exercised through a chain of ownership or by means of control other than direct control. (2) A reference to money in this Act is a reference to the currency of the United States of America. CAP. 250. (3) A company that is incorporated under the Companies Act or under the laws of a jurisdiction outside Belize shall be a company incorporated under this Act if it is continued as a company incorporated under this Act in accordance with Part 14 VIII, and references in this Act to a “company incorporated under this Act” shall be construed accordingly. (4) A reference in this Act to voting in relation to shares shall be construed as a reference to voting by members holding the shares except that it is the votes allocated to the shares that shall be counted and not the number of members who actually voted, and a reference to shares being present at a meeting shall be given a corresponding construction. (5) Unless otherwise defined in the Articles of a company incorporated under this Act, the expression “resolution of directors” means, (a) a resolution approved at a duly constituted meeting of directors or of a committee of directors of a company, by affirmative vote of a simple majority, or such larger majority as may be specified in the Articles, of the directors present at the meeting who voted and did not abstain; or (b) a resolution consented to in writing by an absolute majority, or such larger majority as may be specified in the Articles, of all the directors or of all the members of the committee, as the case may be, but where a director is given more than one vote in any circumstances, he shall in the circumstances be counted for the purposes of establishing majorities by the number of votes he casts. (6) Unless otherwise defined in the Articles of a company incorporated under this Act, the expression “resolution of members” means, International Business Companies[CAP. 270 15 (a) a resolution approved at a duly constituted meeting of the members of a company by the affirmative vote of– (i) a simple majority, or such larger majority as may be specified in the Articles, of the votes of the shares that were present at the meeting and entitled to vote thereon and were voted and did not abstain; or (ii) a simple majority, or such larger majority as may be specified in the Articles, of the votes of each class or series of shares which were present at the meeting and entitled to vote thereon as a class or series and were voted and not abstained and of a simple majority, or such larger majority as may be specified in the Articles, of the votes of the remaining shares entitled to vote thereon that were present at the meeting and were voted and not abstained; or (b) a resolution consented to in writing by– (i) an absolute majority, or such larger majority as may be specified in the Articles, of the votes of shares entitled to vote thereon; or (ii) an absolute majority, or such larger majority as may be specified in the Articles, of the votes of each class or series of shares entitled to vote thereon as a class or series and of an absolute majority, or such larger majority as may be specified in the Articles, of the votes 16 of the remaining shares entitled to vote thereon. (7) In this Act, any reference to another Act or to Regulations made under another Act shall be deemed to include any statutory re-enactment or modification thereof. (8) In this Act, “Minister” means the Minister for the time being responsible for international financial services.