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Belize Book of Accounts

D. The Belize Book of Accounts

(1.) Audit

The Belize court may upon its own or upon application appoint outside inspectors to inspect the state of the company and then report as the court directs in writing or otherwise. Applicants to the courts for such investigations must post a security payment for the costs of the inquiry, they must not have malicious intent and they should provide valid reasons for their requests.[1]

Inspectors will have the authority to inspect all books and documents. They will maintain the authority to examine officers and agents of the company regarding the business of the company under oath. Failure of officers to submit or answer to the inspectors will draw a penalty not to exceed twenty-five dollars per offence. At the conclusion of the investigation, a copy of the report will be delivered to the registrar of the court, the registered office of the company, and any original applicant, which petitioned the court for the investigation. The court may decide whether the company or the applicants should pay the expenses of the investigation at the time the report is delivered.[2]

A company may also appoint an investigator to investigate the company itself. These investigators will have the same powers as if they had been appointed by the courts, however, their report will be directed to those groups and persons identified in the general meeting of the company as opposed to the courts.[3]

Holders of preference shares of a company maintain the same rights to inspect the audit reports and books of a company as do ordinary shareholders of the same company.[4]

(2.) Auditors

Auditors shall be appointed by the company during the annual general meeting and deigned to hold office until the following general meeting. If the company fails to designate an auditor, a member of the company may apply to the court, which may then appoint an auditor to hold office for the current year at a fee directed by the court. No director or any other officer of the company may be appointed as auditor of the company. Public notice must be provided prior to the appointment of a new auditor.[5]

(3.) Residency

It would appear that there is a requirement for auditors to be residents of Belize. To practice as an accountant or auditor it is necessary to have a certificate from the Belize Association of Accountants and be a member of the institute. To gain these items it is necessary to have Belizean residency and submit proof of qualifications.[6]

(4.) Powers and Duties

Auditors of a company will have the right of access to books, accounts, and vouchers of the company at all times. They shall be entitled to require the directors and the officers of the company to provide information and explanations as necessary. The auditors shall make a report to the shareholders on the accounts examined, and every balance sheet brought before them. The report shall state the following items: whether or not all information and explanations required have been received, whether in the opinion of the auditors the balance sheet has been properly drawn up to provide a “true and correct view of the state of the company’s affairs according to the best of their information” and explanations given.[7] Finally, the auditor’s shall sign a statement that will be attached to the balance sheet of the company signed by two or more of the directors.[8]

(5.) Liquidation/Dissolution

(6.) General Provisions

Winding up a company may be done by the court, voluntarily, or subject to the supervision of the court.[9] Past and current members shall be liable to contribute to the assets of the company until a sufficient amount is available for payment of liabilities and debts plus the costs associated with winding-up the company. Members that have ceased to be members for a year or more prior to the winding up will not be liable. Past members are only liable for debts and liabilities contracted before their membership ceased. Furthermore, past members shall not be liable to contribute unless current members are unable to satisfy the requirements of the Companies Act.[10]

Members of companies limited by shares are only liable for contributions up to the amount of unpaid shares they have outstanding as a present or past member. [11]

Members of companies limited by guarantee are only liable up to that amount as they agreed to in the advent of a winding-up of the company. [12]

(7.) Winding up by the Court

There are multiple circumstances that can lead to the winding up of a Belizean company. According to section 130 of the Companies Act in Belize, these include the following situations:[13]

  1. The company determines by special resolution that the courts should wind up the company.
  2. The company defaults in its requirements of filing the statutory report or in holding a statutory meeting.
  3. The company fails to commence business within a year of incorporation.
  4. The company suspends business activities for an entire year.
  5. The number of members falls below the minimum requirements (2 Private, 7 all others)
  6. The company becomes unable to pay its debts.
  7. The courts determine that the company should be wound up to achieve justice and equity.

A company will be considered unable to pay debts if a creditor serves a demand at the registered office for a sum of two hundred and fifty dollars or greater and the amount has been unpaid for three or more weeks. Another situation resulting in the same consideration would take effect if a judgment decree or order by a court is unsatisfied in whole or part. If the court determines that the company is unable to pay its debts after reviewing contingent and prospective liabilities once again the company would be considered unable to pay its debts.[14]

The Supreme Court in Belize is the court with jurisdiction to wind-up companies registered in Belize. An application may be made by the company or any creditors or by any combination to the courts requesting the wind-up of the company. Contributories may also apply if the number of drops below the legal minimum.

A petition requesting the wind-up of a company may only be requested by a shareholder in the advent that the company has failed to hold the statutory meeting. A creditor may not petition for wind-up until security for costs has been provided.[15]

A court may dismiss (with or without costs), adjourn (conditionally or unconditionally), or make an order (interim or final) as the court sees fit. Any person found to have been responsible for the failure of the company to hold the statutory meeting may be ordered to pay costs by the court.[16]

An Official Receiver may be appointed as in bankruptcy and may include one or more persons. If more than one exists, the Attorney General will nominate one official Official Receiver. The official receiver shall receive a statement as to the affairs of the company by order of the court. The form will be verified by affidavit. It will describe the particulars of assets, debts and liabilities, plus the names, residences and occupations of its creditors and the securities they hold. A secretary or chief officer of the company may need to verify the statement.[17]

The court may appoint a liquidator at any time after the presentation of the petition and then make the order for winding-up. The official receiver may be appointed as the liquidator. If anyone else is appointed the liquidator, they must notify the Registrar before they can act in the capacity of a liquidator. The court may appoint multiple liquidators and define the rules by which they proceed to liquidate the company. A vacancy of the position of the liquidator should be filled by the court and the Official Receiver shall act in the capacity of liquidator until a new liquidator is appointed. The liquidator(s) are entitled to a salary or remuneration as directed by the court. The liquidator’s acts shall be valid with the exception of any defects discovered after appointment. The liquidator shall take the property and things of the company into custody during the winding-up. The liquidator shall have the power to bring or defend actions in the name of the company or on its behalf. They will be able to carry on business so far as necessary for the beneficial wind up of the company. The liquidator may employ an attorney or other agent to act for on the behalf of the liquidator. If this takes place because the liquidator is unable to perform any of these acts personally sanction must be obtained before employment with exceptions in cases of urgency or where it can be shown that no delay occurred in seeking or obtaining the sanction. The liquidator shall have the power to sell property (real and personal). They may sell things by public auction or private contract. They may sell in whole or in parcels any item of the company. They have the power to draw, accept, make and/or endorse promissory notes or a bill of exchange. They may also accept or endorse receipts of the company. They may raise security on the assets of a company. The courts may limit the powers of a liquidator appointed by the courts.[18]

The liquidator is obligated to provide the Official Receiver information and access and facilities to inspect the books and other documents of the company.[19]

The liquidator must deposit any funds received during the winding-up of a company within the Belize Branch of the Royal Bank of Canada within the Companies Liquidation Account. The Minister may approve any other bank. If a liquidator holds funds exceeding two hundred and fifty dollars or an amount determined by the court for a time period exceeding ten days without providing ample explanation to the satisfaction of the courts, then the liquidator will have to pay interest in excess of twenty percent per annum on the funds. The liquidator may also be removed from his office. The liquidator may not pay any sums received as liquidator into his or her private accounts.[20]

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[1] Id. § 110 (1), (2).
[2] Id. § 110(3)-(8).
[3] Id. § 111.
[4] Id. § 115.
[5] Id. § 113.
[6] Accountancy Profession Act, 2000 Revision.
[7] Companies Act, 2000 Revision, § 114(2)(b).
[8] Id. § 114.
[9] Id. § 123.
[10] Id. § 124.
[11] Id.
[12] Id.
[13] Id. § 130.
[14] Id. § 131.
[15] Id. §§ 132-133.
[16] Id. § 137.
[17] Id. §§ 142-143.
[18] Id. §§ 145-148.
[19] Id. § 149.
[20] Id. § 150.