Introduction In the vibrant landscape of Belize’s Orange Economy, encompassing a diverse array of creative industries, practitioners often find themselves navigating business arrangements without formal contracts. This ad hoc approach, colloquially known as “ketch and kill,” can lead to pitfalls for emerging talents. This article emphasizes the importance of formalizing business agreements through entertainment contracts to protect the rights and interests of creatives. Understanding the Orange Economy Defined as the creative economy, the Orange Economy is a rapidly growing sector contributing to 3% of the global GDP, generating $2.25 trillion annually. It is called the Orange Economy because orange is traditionally associated with creativity.  With Belize making strides in the festival tourism scene, local talents are gaining exposure. As creativity becomes a commercial powerhouse, the need for careful consideration of business arrangements, particularly through contracts, becomes evident. The Role of Entertainment Contracts Entertainment contracts serve as binding agreements outlining the terms and conditions of business arrangements between parties. Tailored to the specific needs of the artist and industry, these contracts protect rights and define crucial details such as scope of work, timelines, payment terms, and more. Lack of a formal contract can lead to challenges, as exemplified by DJs facing unexpected situations during events. Common Pitfalls in Entertainment Contracts Contracts that fail to address the creative’s needs, often laden with legal jargon and vague performance obligations, can create ambiguity. Clarity is essential, ensuring that the contract aligns with the creative’s brand values and business goals. Additionally, protecting intellectual property (IP) is paramount. Creatives must address the use, management, and distribution of their IP in the contract to safeguard against copyright infringement and trademark violations. Compensation terms must be explicit to avoid delays or non-payment. Ambiguities in this area can result in creatives not receiving rightful compensation for their work. Legal advisers play a crucial role in implementing mechanisms to protect against such risks. Best Practices for Negotiating Entertainment Contracts Force majeure clauses have gained prominence, especially post-pandemic, providing protection when unforeseen circumstances disrupt contractual obligations. Creatives are urged to recognize the value of their reputation and artistry, necessitating due diligence in contractual engagements. Seeking legal advice helps foresee potential liabilities and ensures contracts are enforceable. Conclusion Belize’s Orange Economy is a reservoir of talent, making it imperative for creatives to formalize business arrangements through contracts. As the creative industry expands globally, the importance of protecting rights and establishing clear terms cannot be overstated. Before creatives sign the dotted line, it’s crucial to “look before you leap” and seek legal advice to navigate the intricacies of entertainment contracts in the evolving landscape of Belize’s Orange Economy. Immanuel P.O. Williams is an Associate at Glenn D. Godfrey & Co. LLP. You can reach him at immanuel@godfreylaw.net or visit godfreylaw.net. This article is for general information and not legal advice.

Virtual assets likely to be defined as to capture all crypto currencies, security tokens, utility tokens or other digital assets that is tradable or transferable, with the exception of digital fiat currencies. It may also be expressed as digital representation of value that can be digitally traded, transferred or used for payment; FATF’s rules apply when virtual assets are exchanged for fiat currency, but also when they are transferred from one virtual asset to another. Virtual assets make payment easier, faster and cheaper and provide alternative method for those without access to regular financial products. But proper regulations still need to be strengthened. The FATF has been closely monitoring the developments in the crypto sphere and in recent years has seen that the countries started to regulate the virtual assets sector, while others have prohibited virtual assets altogether. However, as yet the majority of countries have not taken any action. These gaps in the global regulatory system have created significant loopholes for criminals to abuse. With support from the G 20, the FATF has issued global, binding standards to prevent the misuse of virtual assets for money laundering and terrorist financing. The FATF standards ensure that virtual assets are treated fairly, applying the same safeguards as the financial sector. FATF’s rules apply when virtual assets are exchanged for fiat currencies, but also when they are transferred from one virtual asset to another. Countries need to implement the FATF measure soon; this will ensure transparency of virtual asset transactions and keep funds with links to crime and terrorism out of the crypto sphere. Now a davs virtual assets service providers are perceived it as risky business and denied access to bank account and other regular financial services. While implementing the FATF requirements will be challenging for the sector, it will ultimately increase trust in Block chain technology as the back bone behind a robust and viable means to transfer value. The FATF has revised its assessment methodology, which sets out how it will determine whether countries have successfully implemented the FATF’s recommendations and are regulating the virtual asset service provider sector. The effective global implementation of these standards by all countries will ensure virtual asset technologies and businesses can continue to grow and innovate in a responsible way, and it will create a level playing field. It will prevent criminals or terrorist seeking out and exploiting jurisdiction with weak or no supervision. Regulating virtual assets service providers is challenging for all. National authorities need to develop skills and to understand the technology involved, while the virtual assets service providers have to learn about the financial rules that now apply to their sector. It is up to the sector itself to develop the technology to meet the FATF’s requirements, particularly when it comes to securely collecting and transmitting originator and beneficiary information. To help governments and the industry itself, the FATF has developed risk based approach guidance with significant input from the sector itself. Written By: Sanjeev Das

The answer to this question depends upon a variety of factors, all of which are set out in the case of Delia Andrews Hyde v. RF&G Insurance Company Limited, Civil Appeal No 1 of 2016. As is usual in cases involving insurance law, the short answer is, “It depends.” A slightly longer answer is that, yes, a cause of action may be assigned to a third party if several strict requirements are met. In case you don’t wish to read through the entire article, those requirements are as follows: If the case law is any indication, it appears that courts will be extremely hesitant to find that these conditions are met unless the assignee and assignor meet every technical and formal requirement under these conditions Delia Andrews Hyde v. RF&G Insurance Company Limited Before we embark upon an explanation of the conditions that must be met for a valid assignment to exist, a discussion of the leading case of Delia Andrews Hyde v. RF&G Insurance Company Limited, Civil Appeal No 1 of 2016 (Hyde) is warranted. That case was an appeal of a decision of Griffith J. on November 27, 2015 that found in favor of RF&G. The facts, briefly, are as follows: Delia Hyde was involved in a vehicle accident on November 29, 2013. She collided with a truck driven by Roselia Vallecillo, causing significant damage to it. Vallecillo was insured by RF&G, who paid her over $40,000 to settle the contract of insurance. Hyde was insured by Home Protector Insurance Co., but only for $20,000. Home Protector Insurance Co. paid RF&G the full $20,000 allowed by statute in Belize as Ms. Hyde was adjudged to be negligent and at fault for the collision. Thereafter, RF&G sued Hyde for an additional $17,980 to cover the remainder of its settlement of the insurance contract with Vallecillo. The trial judge found that Ms. Hyde was liable for the accident. He ordered Ms. Hyde to pay RF&G $16,805 plus costs and interest. Ms. Hyde appealed, arguing, among other things, that RF&G had no standing to sue her in its own name because Ms. Vallecillo’s claim had never been assigned to RF&G. The appellate court unanimously allowed Ms. Hyde’s appeal, finding that RF&G lacked standing to sue Ms. Hyde and that Roselia Vallecillo’s claim against Ms. Hyde had never been validly assigned to RF&G. The Doctrine of Subrogation and Exceptions Thereto The doctrine of subrogation applies to all contracts of non-marine insurance, including motor and fire insurance. It prevents the insured from recovering more than full indemnity and effectively allows an insurer to recover its losses against a tortfeasor who has harmed the insured. (See Paragraphs 32 and 33 of Hyde.) Such actions are brought in the name of the insured, rather than the name of the insurer. However, there is an exception to the doctrine of subrogation. Where the insured has assigned its claim to the insurer, the insurer must bring a claim in its own name. In an assigned claim, it is imperative that the plaintiff establish a valid assignment of the claim at issue, either in law or in equity. In the Hyde case, the respondent, RF&G Insurance, attempted to rely on Condition 5 of its contract of insurance with Vallencino, which read as follows: No admission offer promise or payment shall be made by or on behalf of the Insured without the written consent of the Company which shall be entitled if it so desires to take over and conduct in its name the defense or settlement of any claim or to prosecute in its name for its own benefit any claim for indemnity or damages or otherwise and shall have full discretion in the conduct of any proceedings and in the settlement of any claim and the Insured shall give such information and assistance as the Company may require. (Hyde, Paragraph 28) A number of facts were fatal to RF&G’s argument in favor of a valid assignment, however. Most importantly, the condition described above did not assign a valid, existing claim to RF&G. Instead, it merely assigned the right to pursue a claim that was not in existence at the time the contract was written. At that time, there was no loss and there was no payment for loss. Further, the assignment was not in compliance with Section 133(1) of the Law of Property Act, Chapter 190. I will turn to that subject next. The Law of Property Act Section 133(1) of the Law of Property Act, Chapter 190 reads as follows: (1) Any absolute assignment by writing under the hand of the assignor (not purporting to be by way of charge only) of any debt or other legal thing in action, of which express notice in writing has been given to the debtor, trustee or other person from whom the assignor would have been entitled to claim such debt or thing in action, shall be effectual in law (subject to equities having priority over the right of the assignee) to pass and transfer from the date of such notice – (a) the legal right to such debt or thing in action; (b) all legal remedies for the same; and (c) … A careful reading of the foregoing provision will show that “express notice in writing” must be given to the debtor for a valid assignment to exist. In Hyde, the respondent insurance company argued that it’s attempt to secure reimbursement for its loss prior to instigating proceedings against the appellant counted as “express notice in writing.” The appellate court rejected that argument, finding that no less than formal notice in full compliance with the section was required. An Equitable Assignment The respondent insurance company also argued that there had been a valid equitable assignment insofar as the insured Vallecillo and RF&G entered into a valid contract for good consideration for the assignment of the former’s claim to the latter. The appeal court rejected that argument for the same reason that they rejected the claim that the

            The term “Application for Leave for Judicial Review” is a term you have heard on the news recently. If it rings a bell it’s probably because it is the central issue of the highly anticipated case of Stake Bank Enterprise Limited (“Claimant/Applicant”) v The Attorney General of Belize, The National Environmental Appraisal Committee (NEAC), Department of the Environment (DOE) & Portico Enterprise Limited (collectively “the Defendants/Respondents”) Claim No. 269 of 2021.             This case involves two cruise ports in Belize – Port Coral on Stake Bank Island, and Port of Magical Belize. Presently, construction of Port Coral has already begun while Port of Magical Belize has recently received environmental clearance. Stake Bank Enterprise Limited intends to challenge the decision of NEAC and the Department of the Environment of granting Environmental Clearance to Portico Enterprise Limited. To understand the development of this case it would be best to explain what judicial review is. Judicial Review is the procedure by which a court can review an administrative action by a public body and secure a declaration, order or award.             In this instance the administrative actions were the granting of environmental clearance to Portico Enterprise Limited by the NEAC and entering into an Environmental Compliance Plan between the Department of the Environment and Portico Enterprise Limited. The public body being challenged is the NEAC and the Department of the Environment. The remedy being sought by the Claimant is an order of certiorari to quash both the decision of granting environmental clearance by the NEAC and the Environmental Compliance Plan entered into between Portico Enterprise Limited and Department of the Environment. Also, for an Order compelling the Defendants             To establish a claim for Judicial Review the person intending to make the application must have the appropriate “locus standi”. Locus Standi is a Latin phrase describing a person who has sufficient interest in a claim. Rule 56.2(2) of the Civil Procedure Rules of Belize lists out who are people can hold a sufficient interest.                         “(2) This includes – After establishing Locus Standi the Application for leave and the grounds thereof are to be examined. The Court in deciding whether or not the application for leave will be granted follow the case of Sharma v Brown-Antonie [2006] UKPC 57. This case is important because it established a test that determines whether or not an application for leave is granted. The test established states that “the court will refuse leave to claim judicial review unless satisfied that there is an arguable ground for judicial review having a realistic prospect of success and not subject to a discretionary bar such as delay or an alternative remedy.” The test states that for a Court to grant Leave for Judicial Review the grounds on which the applicant is claiming must have a real prospect of success. This essentially means that the grounds on which the application are made for are not trivial and if explored would have a true chance of succeeding its court. The Claimant’s grounds for the application are as follows: After the assessment of the grounds was concluded it was held by Shoman J that all grounds applied by the Claimant attained the sufficient threshold to be considered a ground with a real prospect of success. An applicant can make their application by using any ground per se, however each case will be determined on the circumstances surrounding each individual case. As for Stake Bank Enterprise Limited, the grounds it has advanced its claim on were accepted by the court. CONCLUSION             So what is happening with this case? In its shortest answer, there are two companies fighting to be the premier docking facility for cruise ship tourism in Belize. Stake Bank is challenging the Government’s decision to allow another company to construct a second cruise docking facility. Stake Bank needs the process of judicial review to have the Supreme Court order the Government of Belize and the relevant agencies to reverse their decision and reverse the granting of environmental clearance.

The Government of Belize has announced the enactment of the new and eagerly awaited Belize Companies Act, 2022.  In what is being described by practitioners as a major boost to the Belize Financial Services Industry, the Act streamlines, clarifies, and improves the administration of the affairs of Belize companies.  In announcing the new legislation, the Belize Financial Services Commission commented that with the coming into force of the Act, Belize will firmly place itself among the peer jurisdictions. The Commission further noted that the new law will boost investor confidence and cultivate a culture of certainty, modernity, and innovation.  Key features of the Act include simplified provisions for digital processes such as virtual meetings and digital registration of members.  The Act also provides various value-added and best practices features such as the removal of statutory limits on the number of shareholders, the strengthening of minority shareholders’ rights, and the streamlining of liquidation proceedings. 

The United Kingdom Launches a Public Register of Beneficial owners and controllers The Register of Overseas Entities, created under the Economic Crime (Transparency and Enforcement) Act 2022 was launched on 1st August 2022. The Act intends to introduce a mandatory register of overseas entities that hold real estate in the United Kingdom to be maintained by the Companies House. The UK Government in describing the rational for new legislation stated that the new register “will require anonymous foreign owners of UK property to reveal their real identities to ensure Criminals cannot hide behind secretive chains of shell companies, setting a global standard for transparency.” The Act requires that Overseas entities holding real estate in the United Kingdom since January 1999 in English and Wales and since December 2014 in Scotland will have to register by 31 January 2023. For property held prior to January 1999 registration will be required to enable a transfer of title to take place. Failure to comply with the registration will result in sanctions such as restrictions being placed on the title that will prohibit that entity from selling, leasing or mortgaging the land and/or criminal sanctions for the entity and its officers, with daily fines of up to £ 2,500 and prison sentences of up to five years. Review of existing overseas entity property structures should be prioritized to ensure that the reporting obligations of the entity is met.

The Belize Companies Act 2022 was passed into law on August 5, 2022. Here are some of the key provisions of the Act that impose new requirements you will want to pay particular attention to. RE-REGISTRATION IS REQUIRED FOR CERTAIN COMPANIES Companies formed under the International Business Companies Act Cap 270 and the Companies Act Cap 250 must register under the new Act. Furthermore, all companies that are registered as Overseas Companies doing business in Belize will be converted to Foreign Companies and must be re-registered under the new Act. SUBMISSION OF ANNUAL RETURNS FOR FOREIGN COMPANIES UNDER THE NEW ACT The new Belize Companies Act 2022 requires that Foreign Companies Doing Business in Belize must file Annual Returns made up to 31 December of the previous year, with a filing deadline of 30 June or earlier. The Annual Returns must be filled out on an approved form. They must also be verified by a director or the Registered Agent of the Foreign Company. NEW REQUIREMENTS WHERE FINANCIAL RECORDS ARE KEPT OUTSIDE OF BELIZE If the financial records of a company are kept outside of Belize, the new Act requires that certain documents be maintained at the Registered Office in Belize. The required documents include the following:

With the anticipated launch of the Online Business Registry System (OBRS), do you have a Licensed Registered Agent? The Belize Companies and Corporate Affairs Registry (BCCAR) is expected to implement their new digital transformation of company registration, the Online Business Registry System (OBRS) in December 2022.  This system boasts to be a secure web-based solution that facilitates all functions of BCCAR, integration capability with other “starting a business” entities and a modular system to allow for future growth. Some of its key features are online registration of all business entities, post-registration services, electronic filling. With the launch of this eagerly anticipated best-in-class online registry, all the companies incorporated under the Companies Act, Cap 250 and the International Business Act, Cap 270 will need to be re-registered.  Companies that have been registered as overseas companies under Cap. 250 will have to be re-registered as a Foreign Company.  Once registered companies will be issued a new unique 9-digit company number and a verified E-certificate.  Businesses with a Licensed Registered Agent in Belize will be in a better position to comply with the new legal reporting obligations and re-registration process.