DelawareHB 298153rd General Assembly (2024–2026)House

AN ACT TO AMEND TITLE 12 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION, AND DISSOLUTION OF STATUTORY TRUSTS.

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Bill Overview

Analyzed Economic Effects

7 provisions identified: 4 benefits, 1 costs, 2 mixed.

Clearer amendment voting rules for trusts

Beginning August 1, 2026, a trust’s higher-vote amendment rule applies only to provisions expressly included in its governing document. The governing document can provide otherwise. The law also recognizes amendments allowed through other legal routes, including mergers and divisions.

More flexible control approvals for investors

Beginning August 1, 2026, trust control approvals or exemptions can occur before, during, or after an acquisition. They must come from the trust’s governing document or trustee action. Unless stated otherwise, an approval or exemption covers all interests acquired at any time within its voting-power range. That range-wide treatment also applies to approvals by beneficial owners at a meeting. Acquisitions within 90 days or in related transactions are no longer automatically grouped as one acquisition.

More liability protection for trust advisers

Beginning August 1, 2026, advisers acting in that role gain protection from personal liability for trust or trustee acts, omissions, and obligations. The protection applies to claims by outsiders, not the trust, its trustees, or its beneficial owners. The trust’s governing document can set a different rule.

Vote holders avoid some control counting

Beginning August 1, 2026, holders of interests for others are not counted as controlling votes they cannot direct without unaffiliated instructions. They must act in the ordinary course of business, in good faith, and not to evade the rule. Trustees decide whether those conduct requirements are met. The rule also allows the voting exception for holders subject to and following New York Stock Exchange Rule 452 or its successor.

Binding investment commitments for trust investors

Beginning August 1, 2026, an agreement to buy a Delaware statutory trust interest is binding to the extent its terms say it cannot be withdrawn. This applies to written, electronic, and other legally permitted submissions.

Trust investors face revised control limits

Beginning August 1, 2026, trust control rules cover direct or indirect acquisitions of ownership or voting power that create control interests. Voting-power ranges are 10%–under 15%, 15%–under 20%, 20%–under 25%, 25%–under 30%, 30%–under a majority, and a majority or more; holdings below 10% are generally excluded. Interests can become control interests later, including after trust buybacks or redemptions, with the most recently acquired interests counted. Related parties now include separate accounts managed or advised by the person and funds or collective vehicles sharing that person’s adviser. The merger exclusion does not cover interests issued to a control-interest holder in a trust that is not the surviving or resulting entity.

Trust reorganizations get options and duties

Beginning August 1, 2026, a trust surviving a merger can fully rewrite its trust certificate through the merger filing. A trust created by consolidation must attach its trust certificate to the consolidation filing. After a division, trustees must promptly correct contact or plan-location details once they learn those details were false or changed. The duty falls on the surviving dividing trust’s trustee, or a resulting trust’s trustee if the dividing trust no longer exists. It ends six years after the division takes effect.

Sponsors & Cosponsors

Sponsor

William Bush
Democratic • House

Cosponsors

William J. Carson
Democratic • House
Gerald W. Hocker
Republican • Senate
Spiros Mantzavinos
Democratic • Senate
Bryan Townsend
Democratic • Senate
John "Jack" Walsh
Democratic • Senate
David L. Wilson
Republican • Senate

Roll Call Votes

All Roll Calls

Yes: 57 • No: 0

Senate vote • 6/9/2026

Passed (SM required)

Yes: 20 • No: 0

House vote • 3/24/2026