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Redeemable Shares & ‘Buy-Back’ in Belize

(20.) Redeemable Shares and Buy-back

If authorized by its articles a company limited by shares may issue preference shares. These are or may be liable to be redeemed providing the following:[1]

1. The shares shall not be redeemed unless using the profits of the company available for dividends or out of proceeds of the shares of shares freshly issued for the purpose of the redemption of the preference shares,
2. The preference shares cannot be redeemed unless fully paid,
3. The premium payable on redemption must have been provided out of the profits of the company or out of the accounts for the company’s share premium prior to redemption,
4. Preference share redemptions shall not reduce the amount of the company’s authorized share capital.

(21.) Reduction of Capital

A company limited by shares with authorizing articles may upon the confirmation of the court and by special resolution reduce its share capital in any way and specifically proceed to:

1. Extinguish or reduce the liability of non-paid up share capital on any shares,
2. Cancel any paid up capital not represented by available assets,
3. Pay off any paid up share capital in excess of the wants of the company or alter its memorandum by reducing the share capital amounts and shares accordingly,
4. When performed this would be performed under a special resolution called “a resolution for reducing share capital.”[2]

Once a company passes and confirms a resolution to reduce share capital it may apply for an order confirming the reduction by petition from the court. Once the reduction in share capital is confirmed by the courts the company must add the words “and reduced” as the last part of the company name unless the reduction does not involve the reduction of any liability.[3]

(22.) Annual General Meetings

A general meeting must be held once every calendar year and no later than fifteen months hence the previous meeting.[4]

(23.) Administration

The Company Act calls under Part III Management and Administration refers to the meetings guidelines as previously noted. In addition, the act stipulates that minutes to meetings must be kept. These meetings if held with directors or managers will have minutes kept. The chairman of the company must sign the minutes at which point the minutes will be considered duly noted. Finally, the articles of the company may more specifically add additional administration protocol or general requirements or amendments.[5]

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[1] Id. § 47.
[2] Id. § 48.
[3] Id. §§ 49, 50.
[4] Id. § 66.
[5] Id. § 73.