Powers

(1) Subject to any limitations in its Memorandum or Articles, this Act or any other law for the time being in force in Belize, a company incorporated under this Act has the power, irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the company, including the power to do the following– (a) issue registered shares only; (b) issue the following– (i) voting shares; (ii) non-voting shares; (iii) shares that may have more or less than one vote per share; (iv) shares that may be voted only on certain matters or only upon the occurrence of certain events; and (v) shares that may be voted only when held by persons who meet specified (c) issue common shares, preferred shares, limited shares or redeemable shares; (d) issue shares that entitle participation only in certain assets; 20 (e) issue options, warrants or or instruments of a similar nature, to acquire any securities of the company; (f) issue securities that, at the option of the holder thereof or of the company or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the company or any property then or to be owned by the company; (g) purchase, redeem or otherwise acquire and hold its own shares; (h) guarantee a liability or obligation of any person and to secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose; and (i) protect the assets of the company for the benefit of the company, its creditors and its members, and at the discretion of the directors, for any person having a direct or indirect interest in the company. (1A) Any company that has shares listed for quotation on an Approved Stock Exchange list may by notice in writing require any member of the company within such reasonable time as is specified in the notice to inform it– (a) whether he holds any voting shares in the company as beneficial owner or as trustee; and (b) if he holds such voting shares as trustee, to indicate the persons for whom he holds them by name and by other particulars to enable those persons to be identified and the nature of their interest. International Business Companies[CAP. 270 21 (1B) Where a company is informed in pursuance of a notice given to any person under sub-section (1A) or under this sub- section that any other person has an interest in any of the voting shares in a company, the company may by notice in writing require that other person within such reasonable time as is specified in the notice to inform it– (a) whether he holds that interest as beneficial owner or as trustee; and (b) if he holds such interest as trustee, to indicate the persons for whom he holds it by name and by other particulars to enable those to be identified and the nature of their interest. (1C) Any company to which this section applies may by notice in writing require any member of the company to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting shares in the company held by him are the subject of an agreement or arrangement under which another person is entitled to control his exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it. (1D) A notice under sub-section (1A), (1B) or (1C) may be sent either generally to members of the company concerned or to one or more particular members, and may be sent electronically. (2) For purposes of sub-section (1)(i), notwithstanding any other provision of this Act or of any other law for the time being in force in Belize or any rule of law to the contrary, the directors may cause the company to transfer any of its assets in trust to one or more trustees, to any company, association, partnership, foundation or similar entity; and, with respect to the transfer, the directors may provide that the company, its creditors, its members or any person having a direct or indirect interest in the company, or any of them, may be the beneficiaries, creditors, 22 members, certificate holders, partners or holders of any other similar interest. (3) The rights or interests of any existing or subsequent creditor of the company in any assets of the company are not affected by any transfer under sub-section (2), and those rights or interests may be pleaded against any transferee in any such