Private Acquisitions

The need for a proper legal due diligence in the purchase of a business cannot be understated. Private acquisitions normally take the form of either an asset purchase or a share purchase.

An asset purchase is where a purchaser seeks to acquire only the assets (inventory, equipment, intellectual property, extant contracts) for operating the business. In such a case, the due diligence would entail ensuring that the assets are held free and clear of any charges, liens or third party rights. Securing the business premises may also be a concern.

A share purchase is whereby the purchaser acquires the controlling shares of the company through which the business is being operated. In such a case, the purchaser acquires the company as a going concern and as such all assets and liabilities will remain with the company after the purchase. The due diligence would entail ensuring that the company is in good standing and that it has paid all taxes and maintains all licenses to operate the business. It is also important to ascertain if there are any pending or threatened legal proceedings against the company.

The type of acquisition will mandate the range of due diligence which is necessary and the documentation required to transfer the business from vendor to purchaser.

Wills and Succession

Under the Wills Act, Chapter 203, Laws of Belize, in order for a will to be valid it must be in writing and signed by the testator before two independent witnesses who must also sign. The executor under a will is the party entitled to extract a "Grant of Probate" in Belize, however, where the executor is not resident in Belize he/she must appoint a local agent, by way of a power of attorney, to apply for the Grant on his/her behalf.

In instances where the deceased does not leave a will, the Administration of Estates Act, Chapter 197, Laws of Belize, stipulates how the deceased's estate (assets) is to be distributed.

Trade Mark and Patent Registration

The Trademarks Act, Chapter 257, Laws of Belize defines a trade mark as a sign capable of distinguishing the goods or services of an undertaking. The registration of a trademark grants the owner the exclusive right to use such a mark in Belize. A trademark registration enjoys an initial duration of 10 years with the ability for renewal for further 10 year periods. As well as trade mark registrations we all also offer trade mark transfers, registration oppositions, declarations of invalidity etc.

Under the Patents Act, Chapter 253, Laws of Belize a patent may be granted for a new invention which involves an inventive step and is capable of industrial application. The registration of a patent grants the owner the exclusive right to exploit such invention of a period of 20 years.

We maintain a close working relationship with the Belize Intellectual Property Office. Further information can be obtained at www.belipo.bz

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