Title 12. Statutory Trusts — Subtitle 2. Formation and Powers

Granting policies of insurance or assuming insurance risks; or

Banking.

Sue, be sued, complain, and defend in all courts;

Have, use, alter, or abandon a trust seal;

Transact its business, carry on its operations, and exercise the powers granted by this article in any state, territory, district, and possession of the United States and in any foreign country;

Make contracts and guarantees, incur liabilities, and borrow money;

Sell, lease, exchange, transfer, convey, mortgage, pledge, and otherwise dispose of any or all of its assets;

Issue bonds, notes, and other obligations and secure the obligations by mortgage or deed of trust of any or all of its assets;

Acquire by purchase or in any other manner, and take, receive, own, hold, use, employ, improve, and otherwise deal with any interest in real or personal property, wherever located;

Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of and otherwise use and deal in and with stock and other interests in and obligations of other business entities, other statutory trusts, and individuals;

Acquire its own shares of beneficial interest, bonds, notes, and other obligations and securities;

Invest its surplus funds, lend money from time to time in any manner that may be appropriate to enable the statutory trust to carry on its operations or fulfill the purposes specified in its governing instrument, and take and hold real and personal property as security for the payment of funds so invested or loaned;

Be a promoter, a partner, a member, an associate, or a manager of any partnership, joint venture, trust, or other enterprise;

Make gifts or contributions in cash, other property, or stock or other securities of the statutory trust to or for the use of:

Elect its officers and appoint its agents, define their duties, determine their compensation, and adopt and carry into effect employee and officer benefit plans;

Exercise generally the powers set forth in its governing instrument and those granted by law; and

Do every other act not inconsistent with law which is appropriate to promote and attain the purposes set forth in its governing instrument.

Shall have perpetual existence; and

May not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of the governing instrument of the statutory trust.

A principal office in this State; and

A resident agent.

A statutory trust may designate or change its resident agent or principal office by filing for record with the Department a certified copy of a resolution of its trustees that authorizes the designation or change.

A statutory trust may change the address of its resident agent by filing for record with the Department a statement of the change signed by one of its trustees or by an officer of the statutory trust.

A designation or change of a statutory trust’s principal office or its resident agent or its resident agent’s address under this subsection is effective when the Department accepts the resolution or statement for record.

A resident agent who changes the resident agent’s name or address in the State shall notify the Department of the change by filing for record with the Department a statement of the change signed by the resident agent or on behalf of the resident agent.

The statement shall include:

If the old and new addresses of the resident agent are the same as the old and new addresses of the principal office of the statutory trust, the statement may include a change of address for the principal office if:

The statement of the change of name or address of the resident agent or principal office of a statutory trust is effective when the Department accepts the statement for record.

A resident agent may resign by filing with the Department a counterpart or photocopy of the resident agent’s signed resignation.

Unless a later time is specified in the resignation, the resignation is effective:

A certificate of trust filed by a statutory trust with the Department shall set forth:

A statutory trust is formed at the effective time of the filing of the initial certificate of trust with the Department as provided in subsection (e) of this section.

A certificate of trust shall be signed by all of the trustees.

A certificate of trust may be amended at any time for any purpose as the trustees may determine.

Except as provided in the governing instrument or certificate of trust of a statutory trust, a certificate of trust may be:

The restated certificate of trust shall be specifically designated as a restated certificate of trust in its heading and shall set forth:

Except as provided in the governing instrument or certificate of trust of a statutory trust, a certificate of trust may be restated at any time for any purpose as the trustees may determine.

A certificate of trust shall be canceled on the completion of winding up of the statutory trust and its termination.

A certificate of cancellation shall be filed with the Department and set forth:

Articles of merger or consolidation, a certificate of trust, a restated certificate of trust, a certificate of amendment, or a certificate of cancellation shall be effective:

If any articles or certificate filed in accordance with this section provides for a future effective time and if the transaction is terminated or amended to change the future effective time prior to the future effective time, the articles or certificate shall be terminated or amended by the filing, prior to the future effective time set forth in the original articles or certificate, of a certificate of termination or amendment of the original articles or certificate that:

Articles of merger or consolidation, a restated certificate of trust, a certificate of amendment, a certificate of cancellation, or an amendment of a certificate or articles shall be executed:

If articles of merger or consolidation or a certificate of termination or amendment of articles of merger or consolidation is being filed by another business entity or a foreign business entity, the articles of merger or consolidation or the certificate of termination or amendment of articles of merger or consolidation shall be executed by a person authorized to execute the articles or certificate on behalf of the other business entity or foreign business entity.

An executed copy of each certificate required by this subtitle shall be filed with the Department.

The Department may not accept for record any certificate that does not meet the requirements of this subtitle.

The Department may not accept for record or filing any certificate or other document until all required fees have been paid to the Department.

That the entity formed in connection with the filing of the certificate of trust is a statutory trust formed under the laws of the State;

Of all other facts which are required to be set forth in a certificate of trust by § 12–204 of this subtitle; and

Of the limitation on liability of a series of a statutory trust which is permitted to be set forth in a certificate of trust by § 12–501(d) of this title.

Provide that a person shall become a beneficial owner and shall become bound by the governing instrument if the person, or a representative authorized by the person orally, in writing, or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest;

Consist of one or more agreements, instruments, or other writings and may include or incorporate bylaws containing provisions relating to the business of the statutory trust, the conduct of its affairs, and its rights or powers or the rights or powers of its trustees, beneficial owners, agents, or employees; and

Contain any provision that is not inconsistent with law or with the information contained in the certificate of trust.

May provide for classes, groups, or series of trustees, beneficial owners, or beneficial interests, having the preferences, rights, powers, and duties as the governing instrument may provide, and may provide for the future creation of additional classes, groups, or series of trustees, beneficial owners, or beneficial interests, having the preferences, rights, powers, and duties as may from time to time be established, including preferences, rights, powers, and duties senior or subordinate to, or on parity with, existing or future classes, groups, or series of trustees, beneficial owners, or beneficial interests;

May establish or provide for the establishment of designated classes, groups, or series of trustees, beneficial owners, or beneficial interests having the preferences, rights, powers, and duties as the governing instrument may provide with respect to specified property or obligations of the statutory trust or profits and losses associated with specified property or obligations and, to the extent provided in the governing instrument, any classes, groups, or series of trustees, beneficial owners, or beneficial interests may have a separate business purpose or investment objective;

May provide for the division of beneficial interests in the statutory trust into a fixed or unlimited number of shares or other units or the combination of shares or other units of beneficial interests in the statutory trust;

May provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger or consolidation, the appointment of one or more trustees, the sale, lease, exchange, transfer, pledge, or other disposition of all or any part of the assets of the statutory trust or the assets of any series, the dissolution of the statutory trust, or the creation, under the provisions of the governing instrument, of a class, group, or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular trustee or beneficial owner, or class, group, or series of trustees or beneficial owners;

May grant to, or withhold from, all or certain trustees or beneficial owners, or a specified class, group, or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups, or series of trustees or beneficial owners, on any matter, such voting being on a per capita, number, financial interest, class, group, series, or any other basis;

May, if and to the extent that voting rights are granted under the governing instrument, set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on, waiver of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in person, by proxy, or in any other manner, or any other matter with respect to the exercise of the right to vote;

May provide for the present or future creation of more than one statutory trust, including the creation of a future statutory trust to which all or any part of the assets, liabilities, profits, or losses of any existing statutory trust will be transferred, and for the conversion of beneficial interests in an existing statutory trust or series, into beneficial interests in the separate statutory trust or series;

May provide for the appointment, election, or engagement, either as agents or independent contractors of the statutory trust or as delegates of the trustees, officers, employees, managers, or other persons who may manage the business and affairs of the statutory trust and may have the titles and the relative rights, powers, and duties as the governing instrument shall provide;

May provide rights to any person, including a person who is not a party to the governing instrument, to the extent set forth in the governing instrument;

May provide for the manner in which the governing instrument may be amended, including by requiring the approval of a person who is not a party to the governing instrument or the satisfaction of conditions, and to the extent the governing instrument provides for the manner in which it may be amended, the governing instrument may be amended only in that manner or as otherwise permitted by law, provided that the approval of a person may be waived by the person and that conditions may be waived by all persons for whose benefit the conditions were intended; and

May provide for action by or on behalf of the statutory trust in the event there are no trustees.

A statutory trust is not required to execute its governing instrument.

A statutory trust is bound by its governing instrument whether or not it executes the governing instrument.

A beneficial owner or a trustee is bound by the governing instrument whether or not the beneficial owner or trustee executes the governing instrument.