Companies Act (Cap. 386), article 127

127. (1) Unless otherwise provided in its articles, a company formed and registered in Malta shall not recognise any nominee relationship or trust in respect of any security issued by it, and the company shall not recognise, even when having notice thereof, a ny interest or other right in such security, but shall only recogn ise the registered holder thereof. (2) Notwithstanding anything contained in this article, the persons beneficially entitled to a security shall be taken into account, and any nominee or any trust relationship shall be disregarded, for determining the status of the company for the purpose of Chapter XII of this Title: Provided that the company shall not be obliged to obtain or to record any information on the number of beneficiaries and it shall be the sole duty of the trustee to inform the company of the number of beneficiaries if it appe ars to the trustee that, havi ng COMP ANIES [CAP. 386. 83 regard to the number of beneficiaries, it may result in the agg regate number of persons interested exce eding fifty. The Registrar may at any time order any trustee to declare in writing to the company the number of beneficiaries and in such a case reference shall only be made to beneficiaries who enjoy a fixed interest in the shares under the trust. (3) Where a trustee holds shares in a company for the benefit of beneficiaries: (a) the memorandum of association and articles of association, if any, shall be deemed to be validly entered into for the purposes of articles 68 and 75 if they are signed only by the trustee when all the shares in the company are subscribed by the trustee; (b) the memorandum of association, the register of members, share certificates, returns of allotments and any annual return of a company may specify the number of shares held by the trustee on its own account, if any, and the amount of shares held under trusts or each trust if more t han one, and the provisions of article 123(1)( a), ( b) and ( c) shall be construed accordingly; (c) a resolution in writing pursuant to article 210 shall be deemed to be valid and effective if it is signed only by the trustee when all the shares in the company are subscribed by the trustee. Cap. 364. Cap. 123. (4) ( a) Where a beneficial owner of shares in a company which are held by a trustee, transfers or otherwise disposes of the beneficial ownership of such shares inter vivos to a third party, such a transaction shall be deemed to constitute a tra nsfer of shares for the purposes of the Duty on Documents and Transfer Act , and for the purposes of article 5(1) of the Income Tax Act. Cap. 364. Cap. 123. (b) Where a change in the registered holder of shares in a company does not involve a change in the beneficial ownership thereof, such ch ange shall not be deemed to constitute a transfer of shares for the purposes of the Duty on Documents and Transfers Act, and for the purposes of article 5(1) of the Income Tax Act , but shall nevertheless be noted i n the register of members. Cap. 364.(c) For the purposes of article 49 of the Duty on Documents and Transfers Act , "transferor" and "transferee" in a transfer of shares inter vivos shall be deemed to include a trustee acting on behalf of either the transferor or the tran sferee of the beneficial ownership of such shares, or of both such transferor and transferee. (5) In this article: "beneficial owner" means the person beneficially entitled to th e shares under a trust or a fiduciary agreement; 84 CAP. 386.] COMP ANIES Cap. 331. "trustee" shall mean a pers on who may act as a trustee in accordance with the Trusts and Trustees Act and shall include any fiduciary holding shares on behalf of another person. (6) Except where expressly permitted under article 212, nothing in this article shall be deemed to imply that a company may have less than two members. Shares in companies held by private foundations, including those with segregated cells. Added by: XXXVI.2018.119.