In this subtitle the following words have the meanings indicated. “Bank” has the meaning stated in 12 U.S.C. § 1841(c). “Bank holding company” has the meaning stated in 12 U.S.C. § 1841(a). “Beneficiary” means a person who receives or is entitled as a matter of right to receive a current distribution of principal or income from a trust, estate, or fund with respect to which a substitution of a corporate fiduciary is made under this subtitle. “Beneficiary” includes: If the beneficiary is a minor, the beneficiary’s natural or legal guardian; or If the beneficiary is a disabled person, as defined in § 13-101 of this article, any person acting on behalf of the beneficiary under a guardianship, conservatorship, or committee. “Capital requirement” means a provision in any court order, statute, regulation, or writing, including a will, trust, or similar document or instrument, that requires a fiduciary to have a specified minimum amount of capital or capital and surplus. “Corporate fiduciary” means: A bank; A trust company; or Any other corporate entity that is authorized to act as a fiduciary under the laws of this State. “Fiduciary” includes: A trustee; An executor or executrix; A personal representative; A receiver; A special administrator; A guardian; A conservator; A committee; A custodian under the Maryland Uniform Transfers to Minors Act; and Any other person who has a fiduciary relationship the responsibilities of which are customarily performed by a corporate fiduciary. “Successor fiduciary” means a corporate fiduciary that is substituted for another corporate fiduciary under the provisions of § 15-1A-02 of this subtitle, by reason of: A merger or consolidation of corporate fiduciaries; The acquisition of the stock or assets of a corporate fiduciary by another corporate fiduciary; The transfer by a corporate fiduciary of its trust and fiduciary business to another corporate fiduciary; or The acquisition or formation by a corporate fiduciary of a subsidiary, which is itself a corporate fiduciary, in order to undertake the trust and fiduciary business of the subsidiary’s parent entity. “Trust company” has the meaning stated in § 1-101 of this article.

Subject to the provisions of § 15-1A-04(d)(2) of this subtitle, a successor fiduciary shall be substituted as a fiduciary for its predecessor corporate fiduciary, immediately upon the adoption of a corporate resolution by both the successor fiduciary and the predecessor corporate fiduciary providing for the substitution. A successor fiduciary shall have all the rights, powers, duties, and obligations of the predecessor corporate fiduciary. The successor fiduciary shall be deemed named as fiduciary in any writing, including a will, trust, court order, or similar document or instrument that names the predecessor corporate fiduciary as fiduciary, whether executed before or after the successor fiduciary is substituted, unless the writing expressly provides otherwise.

For purposes of qualifying as a fiduciary with respect to a capital requirement, a corporate fiduciary may attribute to its capital and surplus the capital and surplus of any: Bank, trust company, or bank holding company of which it is a direct or indirect subsidiary or affiliate; or Corporation with its principal office in this State if the corporate fiduciary is: A trust company as defined under § 1-101 of this article; and A wholly owned subsidiary of the corporation. When a successor fiduciary qualifies under this section, the following entities shall be jointly and severally liable with the successor fiduciary for claims against the successor fiduciary when acting in its fiduciary capacity: Any bank, trust company, or bank holding company of which a successor fiduciary is a direct or indirect subsidiary or affiliate; or Any corporation described in subsection (a) of this section with respect to a corporate fiduciary acting as a successor fiduciary.

When a successor fiduciary is substituted under this subtitle, the successor fiduciary shall send notice to the following persons at the person’s last known address: Each cofiduciary of the successor fiduciary; Each surviving settlor of a trust; Each person who, alone or in conjunction with others, has the power to remove any corporate fiduciary; and Except as provided in subparagraph (ii) of this paragraph, each beneficiary of a trust, estate, or fund with respect to which a substitution of corporate fiduciary under this subtitle is made. In the case of a trust described in 26 U.S.C. § 401(a), notice shall be given to the employer or employee organization responsible for the maintenance of the trust. The notice required under subsection (a) of this section shall be: Personally delivered or mailed by registered mail, postage prepaid, return receipt requested, within 30 days before or after substitution of the successor fiduciary; and Published once a week in 3 successive weeks in one or more newspapers of general circulation published in the county in which the principal place of business of the successor fiduciary is located. The notice required under subsection (a) of this section shall contain: The name of the predecessor corporate fiduciary; The name of the successor fiduciary; The effective date of substitution of the successor fiduciary; and A summary of the provisions of this subtitle, including a statement of the rights and procedures available under subsection (d) of this section. In this subsection, “interested party” means a person who: Is entitled to notice under subsection (a) of this section; and Has an interest in the trust, estate, or fund that is the subject of a complaint filed under this subsection. A person entitled to notice under subsection (a) of this section who objects to the appointment of the successor fiduciary may, within 60 days after substitution of the successor fiduciary, file a complaint for removal of the successor fiduciary in the circuit court for the county in which the principal place of business of the successor fiduciary is located. After notice to all interested parties and a hearing, the court: May appoint a new fiduciary to replace the successor fiduciary if it finds that substitution of the successor fiduciary under § 15-1A-02 of this subtitle will adversely affect administration of the trust, estate, or fund and that appointment of a new fiduciary will be in the best interests of the plaintiff and all other interested parties; and Shall appoint a new fiduciary to replace the successor fiduciary if the complaint for removal includes an objection to the qualifications of the successor fiduciary and the successor fiduciary’s qualification is dependent on the provisions of § 15-1A-03(a) of this subtitle.

In addition to the provisions for removal under § 15-1A-04(d) of this subtitle, removal of a corporate fiduciary is subject to all other laws of this State affecting removal of fiduciaries and to any agreement that designates the predecessor corporate fiduciary as the corporate fiduciary of the trust, estate, or fund.