# Corporations and Associations (GCA)

## Title 12. Statutory Trusts

### Subtitle 1. Definitions; General Provisions

#### Section 12-101

(a) In this title the following words have the meanings indicated.

(b) "Beneficial owner" means any owner of record of a beneficial interest in a statutory trust, the fact of ownership to be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in conformity to the applicable provisions of the governing instrument of the statutory trust.

(c) "Foreign business entity" means:

  (1) A foreign statutory trust; or

  (2) A corporation, general or limited partnership, common-law trust, limited liability company, real estate investment trust, or any other unincorporated business formed, organized, or existing under the laws of another state, the United States, a foreign country, or other foreign jurisdiction.

(d) "Foreign statutory trust" means a trust that is:

  (1) Formed under the laws of another state, the United States, a foreign country, or other foreign jurisdiction; and

  (2) Required by the laws of the jurisdiction in which it is formed to file a record with a public official in that jurisdiction.

(e) "Governing instrument" means a declaration of trust or other trust instrument which provides for the governance of the affairs of a statutory trust and the conduct of its business.

(f)

  (1) "Other business entity" means a corporation, a general or limited partnership, a common-law trust, a limited liability company, a real estate investment trust, or any other unincorporated business.

  (2) "Other business entity" does not include a statutory trust.

(g) "Person" means a natural person, partnership, limited partnership, limited liability company, trust, estate, association, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity.

(h)

  (1) "Statutory trust" means an unincorporated business, trust, or association that is:

    (i) Formed by filing an initial certificate of trust under Sec. 12-204 of this title; and

    (ii) Governed by a governing instrument.

  (2) "Statutory trust" includes a trust formed under this title on or before May 31, 2010, as a business trust, as the term business trust was then defined in this title.

(i)

  (1) "Trustee" means the person appointed as a trustee in accordance with the governing instrument of a statutory trust.

  (2) "Trustee" may include a beneficial owner of a statutory trust.

#### Section 12-101.1

The use of the designation "business trust" or a statement in a certificate of trust or governing instrument executed on or before May 31, 2010, to the effect that a trust is or will qualify as a Maryland business trust within the meaning of or in accordance with this title may not create a presumption or an inference that the trust is a business trust for purposes of Title 11 of the United States Code.

#### Section 12-102

(a) Except as provided in the governing instrument of a statutory trust or in this title, the laws of this State pertaining to trusts are hereby made applicable to statutory trusts.

(b) For purposes of any tax imposed by the Tax - General Article, a statutory trust shall be classified as a corporation, an association, a partnership, a trust, or otherwise, as shall be determined under the United States Internal Revenue Code of 1986, as amended, or under any successor provision.

(c) Any statutory trust qualifying as a real estate mortgage investment conduit under Sec. 860D of the Internal Revenue Code or any successor provision shall be exempt from income tax except with respect to that portion of its income that is subject to federal income tax.

#### Section 12-103

A statutory trust established in accordance with the provisions of this title is a separate legal entity.

#### Section 12-104

This title may be cited as the "Maryland Statutory Trust Act".

#### Section 12-105

(a) This title shall be liberally construed to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.

(b) The presumption that a civil statute in derogation of the common law is construed strictly does not apply to this title.

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Md. Code Ann., Corps. & Ass'ns (as displayed at mgaleg.maryland.gov, October 16, 2026)