Continuation under foreign law

(1) Subject to any limitations in its Memorandum or Articles, a company incorporated under the Companies Act, the International Limited Liability Companies Act or this Act may, by a resolution of directors or by a resolution of members, continue as a company incorporated under the laws of a jurisdiction outside Belize in the manner provided under those laws. (2) A company incorporated under this Act that continues as a company incorporated under the laws of a jurisdiction outside Belize does not cease to be a company incorporated under this Act unless the laws of the jurisdiction outside Belize permit the continuation and the company has complied with those laws and in addition, the company has notified the Registrar that it no longer requires itself to be treated as a company incorporated under this Act. 102 (3) A company incorporated under this Act that continues as a company incorporated under the laws of a jurisdiction outside Belize may within 30 days of the continuation of the company under the laws of the foreign jurisdiction submit to the Registrar an affidavit to the effect that the company has continued its incorporation under the laws of the named foreign jurisdiction and the Registrar shall retain and register the affidavit. (3A) A company incorporated under this Act that continues under the Companies Act or the International Limited Liability Companies ActCAP. 250. CAP. 270:01. (a) does not cease to be a company incorporated under this Act unless those Acts permit the continuation and the company has complied with those laws, and in addition the company has notified the Registrar that it no longer requires itself to be treated as a company incorporated under this Act; and (b) may within 30 days of the continuation of the company under those laws submit to the Registrar an affidavit to the effect that the company has continued its incorporation under those Acts and the Registrar shall retain and register the affidavit. (4) Upon the registration of the affidavit referred to in sub- section (3) and sub-section (3A)(b) , the Registrar shall– (a) strike the name of the company off the (b) issue a certificate of discontinuance; and (c) publish the strike off in the Gazette, the website of the Registrar or other publication of general circulation in Belize. International Business Companies[CAP. 270 103 (5) Where a company incorporated under this Act is continued under the laws of a jurisdiction outside Belize– (a) the company continues to be liable for all of its claims, debts, liabilities and obligations that existed prior to its continuation as a company under the laws of the jurisdiction outside Belize; (b) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against the company or against any member, director, officer or agent thereof, is released or impaired by its continuation as a company under the laws of the jurisdiction outside Belize; and (c) no proceedings, whether civil or criminal, pending by or against the company, or against any member, director, officer or agent thereof, are abated or discontinued by its continuation as a company under the laws of the jurisdiction outside Belize, but the proceedings may be enforced, prosecuted, settled or compromised by or against the company or against the member, director, officer or agent thereof, as the case may be. (5A) Where a company incorporated under this Act is continued under the Companies Act or the International Limited Liability Companies Act– (a) the company continues to be liable for all of its claims, debts, liabilities and obligations that existed prior to its continuation as a company under those Acts; (b) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against the company or against any member, director, officer or agent thereof, is released or impaired by its continuation as a company under those (c) no proceedings, whether civil or criminal, pending by or against the company, or against any member, director, officer or agent thereof, are abated or discontinued by its continuation as a company under those Acts, but the proceedings may be enforced, prosecuted, settled or compromised by or against the company or against the member, director, officer or agent thereof, as the case may be.