Belize International Business Company Maintenance Guideline Notes

1. THE BELIZE IBC AND MAINTENANCE OF CORPORATE RECORDS

1.1. Memorandum and Articles of Association ('M&A')

Kaizen or its associated agent will issue and provide an original and one copy of the M&A, both have been stamped and sealed by the IBC Registry of Belize. The Registered Agent and the Registrar of Companies in Belize shall retain a copy.

Any amendments to the M&A may be passed by resolution of the director(s) or shareholder(s) and must be filed with the Registrar of Companies in Belize. Amendments are NOT effective until filed.

Kaizen will be pleased to assist with providing standard form amendments, with filing amendments and with re-printing the M&A on request.

1.2. Minutes and Financial Records

An IBC is required to keep minutes of all meetings of directors, members, committees of directors, committees of officers and committees of members. Copies of all written resolutions consented to by the foregoing parties must also be kept. An IBC must also keep such accounts and records as the directors consider necessary or desirable to reflect the financial position of the Company.

The books, records and minutes of the Company must be kept at the Registered Office of the Company in Belize or at such other place as the directors determine.

Any member of an IBC may, upon request, inspect the records of that company. In the event of the directors refusing to allow such inspection, a member has the right to apply to Court for an order to allow the inspection.

Kaizen can provide draft first directors' minutes.

1.3. Share Certificates

Every member is entitled to a share certificate which must be signed by: (i) two directors, (ii) two officers, (iii) one director and one officer, or (iv) issued under the common seal of the company, with or without the signature of any director or officer. We recommend that all certificates be signed and sealed.

1.4. Bearer Shares

Where shares are to be issued to bearer in accordance with Articles of Association, the following actions should be taken:

(i) Applications for the issue of shares, or instruments of transfer, as the case may be, should clearly be completed by the insertion of the word ¡¥Bearer' as appropriate. Such documents should be signed on the Bearer's behalf.

(ii) The Register of Members and the Register of Transfers should be completed to note the issue of or transfer to/from bearer and the entry should be signed or initialed by a director or officer of the Company. Please include an address to which the Company can send notices to the Bearer Shareholder.

(iii) Bearer share certificates should be issued and signed in the manner set out in 1.3 above. Bearer certificates should be kept in safe custody at all times.

1.5. Company Seal

An IBC is required to have a common seal and an imprint thereof must be kept at the Registered Office of the Company in Belize.

1.6. Register of Transfers, Directors and Secretaries

An IBC is not required by law to maintain these registers. However, they are provided to assist in maintaining the records of the Company and it is recommended that they be kept. If the directors determine to maintain a Register of Directors, the original, or a copy thereof must be kept at the Registered Office of the Company. Kaizen will be happy to assist with forwarding any documents to the Registered Office in Belize on your behalf.

Kaizen offices will be pleased to assist with forwarding any documents to the Registered Office in Belize on your behalf.

2. BELIZE REGISTERED OFFICE AND AGENT SERVICES

2.1. Registered Office and Agent

All IBC's must have a Registered Agent and a Registered Office in Belize. The Registered Agent for all companies incorporated by Kaizen is Belize Bank Limited. The Registered Office is at 60 Market Square, Belize City, Belize.

2.2. Authentication or Attestation of Documents

Any document requiring authentication or attestation by an IBC may be signed by a director, a secretary or by an authorised officer or agent of the Company. The Registered Agent may verify the signature of any director, officer or agent authenticating or attesting any document executed on behalf of the Company. The Company will be bound by any document so verified by the Registered Agent.

2.3. Records held at the Registered Office

The Registered Office should, as a minimum, retain for every IBC, a copy of its Certificate of Incorporation, a copy of the Memorandum and Articles, any amendments theret;, an imprint of the common seal and the original or copy of the Register of Members, if available.

Even if a company determines to maintain its corporate records outside Belize, the Company must deliver a copy of the Register of Members to Belize. Please ensure this is done either direct to the Registered Office or through us, showing the first members and ALL subsequent changes. This is your responsibility.

If an IBC determines by resolution of its directors to keep a Register of Directors, a copy of this should also be kept at the Registered Office. In practice, we recommend that a copy of the Subscriber's appointment of first directors and a copy of the Register of Directors should always be kept at the Registered Office. Please return such documents duly completed either to the Registered Office directly or through our office in Hong Kong.

3. THE INTERNATIONAL BUSINESS COMPANIES REGISTRY OF BELIZE

3.1. Company Documents

The Registry only maintains a copy of an IBC's Certificate of Incorporation, its Memorandum and Articles of Association and any amendments thereto.
The Registry will provide certified copies of these documents as may be required and searches of company files may be made. Kaizen will be pleased to assist with all such requests for certified copies of such documents or searches.

3.2. Optional registration of documents

The registration of documents is not required by law but of interest to the IBC to form part of the permanent IBC Registry record is entirely at the discretion of the Company. Kaizen can assist with all optional registrations, for which filing fees and service fees apply. Details of optional registrations become public record and may be searched at the Registry. Kaizen will be pleased to seek legal confirmation of documents lodged and search reports.

3.3. Certificates of Good Standing

Certificates of Good Standing for an IBC can be obtained upon application to the Registrar of Companies. Kaizen is available to make applications on behalf of clients.

3.4. Tax Exemption Certificates

Tax Exemption Certificates for an IBC, as may be required, can be obtained upon application to the Registrar of Company, through the Registered Agent. Kaizen is available to make applications on behalf of clients.

3.5. Annual Government Licence Fees and Registered Office/Agent Fees

Every IBC must pay annual Government licence fees as follows:

Companies with Authorised Capital of US$50,000 or less: USD500

Companies with shares of no par value US$750

Companies with Authorised Capital greater than US$50,000: US$1,500

4. PAYMENT OF ANNUAL FEES

Kaizen will send invoices by registered mail to the address it has on record covering Registered Office and Agent fees and Government licence fees each year on January 1, detailing the due dates for licence fee payments. Please notify us of any changes in correspondence address, telephone, fax numbers, or names of responsible persons. Government penalties apply for late payment of fees and companies are struck off for non payment. Please also record details of payments.

4.1. All fees must be paid (in Belize) before July 31, each year.

If a Company fails to pay the license fee by this date, the license fee increases by 10%.

If a Company fails to pay the license fee by October 31, the license fee increases by 50%.

All companies which on December 31, remain on the Register without payment of the current year license, will be struck off.

For incorporation, information or assistance, please contact:

Kaizen Corporate Services Limited

Hong Kong Office
Address: Room 803, Remington Centre
23 Hung To Road, Kwun Tong, Hong Kong
Tel: +852 2341 1444
Fax: +852 2341 1414
Email: info@bycpa.com
Website: www.bycpa.com

Shenzhen Office, China
Address: Room 2512, Shenhua Commercial Building, 2018 Jiabin Road,
Luohu District, Shenzhen, China
Tel: +86 755 8268 4480
Fax: +86 755 8268 4481

Shanghai Office, China
Address: Rooms 1623, Yongsheng Building, 2025 Zhongshan Road West, Xuhui District, Shanghai, China
Tel : +86 21 6439 4114
Fax: +86 21 6439 4414

Beijing Office, China
Address: Room 1102, Beijing Aerospace Building, 30 Haidian South Road, Zhongguancun, Beijing, China
Tel: +86 10 6874 8420; +86 10 6874 8422
Fax: +86 10 6874 8421