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Voluntary Windup in Belize

(8.) Voluntary Wind Up

A company in Belize may be wound up voluntarily if the duration as set out in the articles expires, if the company resolves by special resolution that the company should now be wound up, or if the company resolves that it cannot continue business due to its liabilities and resolves as such by extraordinary resolution.[1]

Once the resolution is reached the wind up of the company commences and the company must cease to carry on business except to beneficially wind up the company’s affairs.[2] A company winding up its affairs voluntarily must advertise this resolution in the Gazette in Belize.[3]

There are multiple consequences that will result from a voluntary winding-up. These consequences are listed as described in Section 179 of the Companies Act of Belize:[4]

  • (a) the property of the company shall be applied in satisfaction of its liabilities pari passu, and, subject thereto, shall, unless the articles otherwise provide, be distributed among the members according to their rights and interests in the company;
  • (b) the company in general meeting shall appoint one or more liquidators for the purpose of winding-up the affairs and distributing the assets of the company, and may fix the remuneration to be paid to him or them;
  • (c) on the appointment of a liquidator, all the powers of the directors shall cease, except so far as the company in general meeting, or the liquidator, sanctions the continuance thereof;
  • (d) the liquidator may, without the sanction of the court, exercise all powers by this Act given to the liquidator in a winding-up by the court;
  • (e) the liquidator may exercise the powers of the court under this Act of settling a list of contributories;
  • (f) the liquidator may exercise the power of the court of making calls;
  • (g) the liquidator shall pay the debts of the company, and adjust the rights of the contributories among themselves;
  • (h) the list of contributories shall be prima facie evidence of the liability of the persons named therein to be contributories;
  • (i) when several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of their appointment, or in default of such determination, by any number not less than two;
  • (j) if from any cause whatever there is no liquidator acting, the court may, on the application of a contributory, appoint a liquidator;
  • (k) the court may, on cause shown, remove a liquidator and appoint another liquidator.

The appointed liquidator must notify all potential creditors within seven days notifying them of a meeting of the creditors to occur within fourteen and twenty-one days after the liquidator’s appointment. This information should also be advertised in the Gazette providing the date time and location of the meeting. The creditors may decide at the meeting whether or not a petition will be provided to the court requesting a different liquidator. The court may remove the liquidator and appoint a new liquidator.[5]

Once the company and its affairs are fully wound-up the liquidator will make an accounting of the winding up and call a general meeting to present this accounting of the final disposition of all the assets and liabilities. This final meeting shall be advertised in the Gazette specifying the date, time, place and reason for the meeting. This advertisement should be published one month prior to the meeting and within one week after the meeting the liquidator will notify the Registrar of the meeting. The registrar shall register the return received from the liquidator and the company shall be dissolved three months after the registration.[6]

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[1] Id. § 175.
[2] Id. §§ 176, 177.
[3] Id. § 178.
[4] Id. § 179.
[5] Id. § 181.
[6] Id. § 188.