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Q：
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What is a Trust Deed?
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A：
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A Trust Deed is a legal document that sets out the arrangement where one person holds shares or other assets on behalf of another person.
For example, the registered shareholder may hold shares in a company as a trustee, while another person is the actual beneficial owner of those shares. The Trust Deed records this arrangement and sets out the rights and responsibilities of both parties.
It may also cover matters such as dividends, voting rights, transfer of shares and the circumstances in which the trustee is required to act according to the beneficiary’s instructions.
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Q：
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Does a Trust Deed change the registered shareholder of the company?
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A：
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No. A Trust Deed does not change the name of the registered shareholder in the company’s records.
The person whose name appears in the company’s Register of Members remains the legal owner of the shares. However, that person may hold the shares on trust for another person, who is the beneficial owner.
In simple terms, the registered shareholder and the beneficial owner can be two different people.
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Q：
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Does the company still need to disclose the beneficial owner if there is a Trust Deed?
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Yes. Having a Trust Deed does not mean that the beneficial owner can be left undisclosed.
The company still needs to comply with the beneficial ownership requirements under the Companies Act 2016 and the relevant requirements of the Companies Commission of Malaysia (“CCM”).
The company should identify the person who ultimately owns or controls the shares or the company, as applicable, and maintain the required beneficial ownership information and supporting documents.
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Q：
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What documents should the company keep for a Trust Deed arrangement?
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The company should keep proper records of the trust arrangement. Depending on the circumstances, these may include:
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the signed Trust Deed;
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identification documents of the trustee and beneficial owner;
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documents showing the ownership and control structure;
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relevant declarations or confirmations on beneficial ownership;
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board or shareholders’ resolutions, where applicable; and
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documents relating to any transfer, redemption or other dealings with the shares.
It is important to keep these records properly so that the company’s statutory and beneficial ownership records remain accurate and up to date.
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Q：
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What if there is a change in the beneficial owner or the Trust Deed?
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A：
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If there is any change to the beneficial owner, trustee, ownership structure or terms of the Trust Deed, the company should inform its company secretary as soon as possible.
The company secretary can then assess whether any changes need to be made to the company’s records or whether any notification or filing with CCM is required.
This is particularly important because beneficial ownership information should be kept current. The company should also retain the relevant documents supporting the change for future reference and compliance purposes.
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