(1) In this Part—
(a) the expression “registered” includes inscribed;
(b) the expressions “registered in Saint Lucia” and “registered outside Saint Lucia” mean respectively, registered in a register in, and registered in register outside, Saint Lucia;
(c) the expression “security which is registered in Saint Lucia otherwise than in a subsidiary register” means a security which either—
(i) is registered in Saint Lucia and is not and cannot without the necessity for an entry in the register in Saint Lucia, become registered outside, or
(ii) is registered both in Saint Lucia and outside but on a transfer cannot, without the necessity for an entry in the register in Saint Lucia, become registered outside in the name of the transferee; and
(d) the expression “a register” includes any book, file or index in which securities are registered.
(2) For the purposes of any provision of this Part prohibiting the transfer of securities, a person is considered to transfer a security if he or she executes any instrument of transfer thereof, whether effective or not, and is considered to transfer it at the place where he or she executes the instrument.
(3) Reference in this Part to the person holding a certificate of title or coupon shall be construed as references to the person having physical custody of the certificate of title or coupon.
However, where the certificate of title or coupon is deposited with any person in a locked or sealed receptacle from which he or she is not entitled to remove it without the authority of some other person, that other person is considered for the purposes of this provision to have the physical custody thereof.
(4) In this Part, the expression “holder”—
(a) in relation to a security transferable by means of a bearer certificate or to a coupon, includes the person holding the certificate or coupon; and
(b) in relation to a security which is registered in the name of a deceased person, or of any person who, by reason of bankruptcy, unsoundness of mind or any other disability is incapable of transferring the security, means the personal representative, trustee in bankruptcy or other person entitled to transfer the security.
(5) The holder of a security or coupon is considered for the purposes of this Part to be a nominee in respect thereof if, as respects the exercise of any rights in respect thereof, he or she is not entitled to exercise those rights except in accordance with instructions given by some other person, and references in this Part to the person for whom the holder of a security or coupon is a nominee shall be construed as references to the person who is entitled to give instructions, either directly or through the agency of one or more persons, as to the exercise of any rights in respect of the security or coupon and is not in so doing himself or herself under a duty to comply with instructions given by some other person.
However—
(a) a person shall not by reason only that he or she has a controlling interest in a body corporate be deemed for the purposes of this subsection to be entitled to give instructions to that body corporate as to the exercise of rights in respect of any security or coupon of which it is the holder; and
(b) a person is not considered to hold a security or coupon as a nominee by reason only that he or she holds it as trustee if he or she is entitled to transfer the security or coupon without permission from any other person.
(6) A certificate of title shall not for the purposes of this Part be treated as in the custody of an authorised depositary if either—
(a) the depositary has no notice of the nature of the certificate; or
(b) the certificate is deposited with him or her in a locked or sealed receptacle from which he or she is not entitled to remove it without the authority of some other person.
(7) Where a certificate of title outside Saint Lucia is by this Part required to be kept in the custody of an authorised depositary, it is considered to be in the custody of an authorised depositary if—
(a) by his or her direction or with his or her assent it is in the custody of some other person who holds it on behalf of and to the order of the authorised depositary; and
(b) the certificate is not deposited with that other person in a locked or sealed receptacle from which he or she is not entitled to remove it without the authority of a person other than himself or herself,
and where a certificate of title is by virtue of this subsection deemed to be in the custody of an authorised depositary, references in this Part to the depositary parting with the certificate or a coupon belonging thereto shall be construed as references to his or her permitting the person having the actual custody thereof to part with it otherwise than to the depositary, and references to his or her destroying the certificate or such a coupon shall be construed as references to his or her permitting it to be destroyed.