Companies Act (Cap. 386), article 127A

127A. (1) Except as provided for in this article, the provisions of the preceding article shall not apply to foundations and - (a) a private foundation as an organisation with legal personality; or (b) when the foundation is a multi-cell foundation, a segregated cell in a private foundation which constitutes a distinct patrimony administered by the private foundation, shall be considered to be the hol der of any shares registered i n the name of the private foundation or in the name of the foundation with reference to a cell, and beneficial owners shall not be taken i nto account and shall be disregarded f or determining the status of the company for the purpose of Chapter XII of this Title. Cap. 364. Cap. 123. (2) (a) Where a beneficial owner of shares in a company, which are held by a private foundation, 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 transfer 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 change shall not be deemed to constitute a transfer of shar es 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 in 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 privat e foundation acting for the benefit of either the transf eror or the transferee of the b e n e f i c i a l o w n e r s h i p o f s u c h s h a r e s , o r o f b o t h s u c h transferor and transferee. Cap. 16. (3) When a transaction takes place relating to a cell of an organisation under article 20A o r under article 20B of the Seco nd Schedule to the Civil Code and the relevant private foundation, or the foundation with reference to a cell, is the registered hold er of any shares in a company, any suc h transaction shall be treated as a change in the registered holder of the shares in a company with out any change in the beneficial owner of the shares. As such transactions result in a change in legal ownership of any share s in a company, the administrators, or their delegates, of - COMP ANIES [CAP. 386. 85 (a) the transferring organisation and, if different, those of recipient organisation under the said article 20A; or (b) the organisation of which the cell formed part and those of the new organisation under the said article 20B, as the case may be, shall, within fifteen (15) days from the date of the act, deliver to the Registrar a form notifying him of the transfer of such shares from one foundation to the other, or from the foundation to a new organisation, as the case may be. (4) The same principles above stated shall apply when the transferor and, or transferee a re involved in a partnership en commandite the capital of which is divided into shares. (5) In this article: "beneficial owner" means the person beneficially entitled to the shares under a private foundation; Cap. 16. "private foundation" shall mean a foundation as defined in article 31B of the Seco nd Schedule of the Civil Code . Chapter VII - Meetin gs and Resolutions Holding of annual general meeting.