Shareholder Meeting Requirements in Belize

(4.) Shareholder Meetings

A general meeting must be held once every calendar year and no later than fifteen months hence the previous meeting. 48

Every company in Belize limited by shares must hold a (statutory) meeting between the first and end of the third month of time that it is eligible to conduct business.  Seven days prior to this meeting the director must forward a report “statutory report” to every member of the company and all others entitled to receive it.  The report must be certified by at least two directors or the sole director and manager.  It should state the total number of shares allotted, the distinguishing shares allotted paid fully or partially.  If shares are partially paid, the report should state the extent that they are paid up and the consideration thus allotted.  Furthermore, it should state the total cash received from allotted shares.  Next, the report should identify the particulars of any contract, whose modification will be submitted for approval during the upcoming meeting.  The report must be certified as to correctness by the auditors of the company.  A copy must be filed with the Registrar.  A listing of all directors, and descriptions of members with addresses and details as to their share holdings should also be presented.[49]

Extraordinary general meetings (EGM’s) must convene upon the requisition of holders of at least one-tenth of the issued share capital provided to the directors.  The requisition must state the meeting objects, and be signed by the requestors.  It must be deposited at the registered office of the company.  If the directors fail to convene the meeting within twenty-one days from the date the requisition is deposited, the requisitionists or a majority of them in value may convene a meeting themselves before three months has expired from the date of the deposit.  Ergo, the meeting could be convened after the passing of twenty-one days and prior to the passing of three months from the date of the deposit.  Similarly, further requests for EGM’s requested during an EGM must be convened within seven days or else the requestors can convene themselves.[50]

In general, but subject to article regulations, a meeting may be called on seven days notice in writing served to the members.  Five members may call a meeting and any person elected by the members present at a meeting may be chairman.  Every member shall have one vote.  A company that is a member of another company may authorize by resolution of the directors for any person to exercise the same powers on behalf of the company, which he/she represents.[51]

Meetings which would effect a change in rights of certain classes of stock, must win a vote of three-fourths of the outstanding stock.  In general meetings, a quorum shall consist of at least two persons holding in actuality or by proxy one-third of the issued shares.[52]

[48] Id. § 66.

[49] Id. § 67.
[50] Id. § 68.
[51] Id. §§ .69, 70.
[52] Id. Table A § 4.