Title 29 — Business Organizations. [Enacted title]

This chapter may be cited as the “Uniform Statutory Trust Entity Act of 2010”.

For the purposes of the chapter, the term: (1) “Beneficial owner” means the owner of a beneficial interest in a statutory trust or foreign statutory trust. (2) “Certificate of trust” means the record required by § 29-1202.01. The term “certificate of trust” includes the certifica…

(a) Except as otherwise provided in § 29-1201.04, the governing instrument shall govern the: (1) Management, affairs, and conduct of the business of a statutory trust; and (2) Rights, interests, duties, obligations, and powers of, and the relations among, the trustees, a person d…

The governing instrument shall not: (1) Vary any requirement, procedure, or other provision of this title pertaining to: (A) Registered agents; or (B) The Mayor, including provisions pertaining to records authorized or required to be delivered to the Mayor for filing under this t…

The law of the District pertaining to common-law trusts shall supplement this chapter. However, a governing instrument may supersede or modify application to the statutory trust of any law of the District pertaining to common-law trusts.

(a) This chapter 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 shall not apply to this …

A person that is not a beneficial owner is deemed to have notice of a statutory trust’s merger, interest exchange, conversion, or domestication 90 days after articles of merger, interest exchange, conversion, or domestication under subchapter VII of this chapter or Chapter 2 of t…

(a) To form a statutory trust, a person shall deliver a certificate of trust to the Mayor for filing. (b) A certificate of trust shall state: (1) The name of the statutory trust, which must comply with §§ 29-103.01 and 29-103.02(i); (2) The street and mailing address of the princ…

(a) A certificate of trust may be amended or restated at any time. (b) To amend its certificate of trust, a statutory trust shall deliver to the Mayor for filing an amendment stating the: (1) Name of the trust; (2) Date of filing of its initial certificate; and (3) Changes to the…

(a) A record delivered by the statutory trust to the Mayor for filing pursuant to this chapter shall be signed by at least one of the trustees. (b) Any person may sign by an attorney in fact any record filed pursuant to this chapter.

(a) If a person required by this title to sign a record or deliver a record to the Mayor for filing under this title does not do so, any other person that is aggrieved may petition the Superior Court to order: (1) The person to sign the record; (2) The person to deliver the recor…

(a) If a record delivered to the Mayor for filing under this title and filed by the Mayor contains inaccurate information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) A person that signed the record, or caused another to si…

The law of the District shall govern the: (1) Internal affairs of a statutory trust; (2) Liability of a beneficial owner as beneficial owner , a trustee as trustee, and a person appointed, elected, or engaged under § 29-1201.03(e)(8) or (9) for a debt, obligation, or other liabil…

A statutory trust is an entity separate from its trustees and beneficial owners.

(a) Except as otherwise provided in subsection (b) of this section, a statutory trust may be formed for and may have any lawful purpose, regardless of whether for profit. (b) A statutory trust may not have a predominantly donative purpose.

(a) A debt, obligation, or other liability of a statutory trust or series thereof shall be solely a debt, obligation, or other liability of the trust or series thereof. A beneficial owner, trustee, or person designated pursuant to § 29-1201.03(e)(8) or (9) is not personally liabl…

A creditor of a beneficial owner or trustee shall not obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of a statutory trust or any series thereof.

(a) Except as otherwise provided in its certificate of trust, a statutory trust: (1) Has perpetual duration; and (2) May not be terminated or revoked except in accordance with this chapter or the terms of the trust’s certificate of trust. (b) A series of a statutory trust may not…

A statutory trust may hold or take title to property in its own name or in the name of a trustee in the trustee’s capacity as trustee, whether in an active, passive, or custodial capacity.

A statutory trust may sue and be sued in its own name.

(a) The governing instrument may provide for the creation by the statutory trust of one or more series with respect to specified property of the statutory trust if: (1) Records are maintained for the series which reasonably identify the property of the series, including by specif…

(a) In a series trust, a debt, obligation, or other liability incurred or otherwise existing [with] respect to the: (1) Property of a particular series shall be enforceable against the property of the series only, and not against the property of the trust generally or any other s…

If there is at least one trustee of a series trust that, in discharging its duties, is obligated to consider the interests of the trust and all series thereof, the governing instrument may provide that one or more other trustees, in discharging their duties, may consider only the…

(a) A series of a series trust may be dissolved or its property distributed without causing the dissolution of the trust or any other series thereof. (b) A series of a series trust is dissolved, and its activities shall be wound up, on the occurrence of an event or circumstance t…

(a) A series of a statutory trust may not sue or be sued in its own name. (b) If a series trust has a claim against a person which pertains to the property of a series thereof, the trust may assert the claim under § 29-1203.08 and shall allocate the proceeds of the claim under §§…

The activities and affairs of a statutory trust shall be managed by or under the authority of its trustees.

A trustee may exercise: (1) Powers conferred by the governing instrument; (2) Except as limited by the governing instrument, any other powers necessary or convenient to carry out the activities and affairs of the statutory trust; and (3) Other powers conferred by this chapter.

On any matter that is to be acted on by trustees, the following rules apply: (1) The trustees shall act by majority of the trustees. (2) The trustees may act without a meeting, without previous notice, and without a vote, if the minimum number of trustees necessary to authorize o…

(a) A person that in good faith assists a trustee, or in good faith and for value deals with a trustee, without knowledge that the trustee is exceeding or improperly exercising the trustee’s power, shall be protected from liability as if the trustee properly exercised the power. …

(a) Subject to § 29-1204.03, in exercising the powers of trusteeship, a trustee shall act in good faith and in a manner the trustee reasonably believes to be in the best interests of the statutory trust. (b) A trustee shall discharge its duties with the care that a person in a si…

A trustee, officer, employee, manager, or committee of a statutory trust, or other person designated pursuant to § 29-1201.03(e)(8) or (9) is not liable to the trust or to a beneficial owner for breach of any duty, including a fiduciary duty, to the extent the breach results from…

(a) For the purposes of this section, the term “covered party” means a trustee, officer, employee, or manager of a statutory trust, or a related party of a trustee, officer, employee, manager, or other person designated pursuant to § 29-1201.03(e)(8) or (9). (b) Subject to subsec…

A trustee shall have the right to receive from a statutory trust or another trustee information relating to the affairs of the trust which is reasonably related to the trustee’s discharge of the trustee’s duties as trustee. The trustee may enforce this right by summary proceeding…

(a) A statutory trust shall reimburse a trustee for any payment made by the trustee in the course of the trustee’s activities on behalf of the statutory trust, if the trustee complied with §§ 29-1205.05 and 29-1206.15 in making the payment. (b) A statutory trust may indemnify and…

(a) The governing instrument may authorize any person, including a beneficial owner, to direct a trustee or other person in the management of a statutory trust. (b) The governing instrument may provide that the power to direct a trustee or other person or the exercise of the powe…

(a) A trustee may delegate duties and powers. The trustee shall exercise the care a person in a similar position would reasonably believe appropriate under similar circumstances in: (1) Selecting an agent; (2) Establishing the scope and terms of the delegation; and (3) Periodical…

(a) For the purposes of this section, the term “affiliated person” and “interested person” have the meanings as provided in section 2(3) and (19) of the Investment Company Act of 1940, (54 Stat. 790; 15 U.S.C. § 80a-2(3) and (19)), and any regulations issued thereunder. (b) If a …

(a) A beneficial interest in a statutory trust is personal property. (b) A beneficial interest in a statutory trust shall not be an interest in specific property of the statutory trust. (c) A beneficial owner shall not have a preemptive right to subscribe to any additional issue …

On any matter that is to be acted on by beneficial owners, the following rules apply: (1) The beneficial owners shall act by majority of the beneficial interests. (2) The beneficial owners may take the action without a meeting, without notice, and without a vote, if beneficial ow…

(a) A contribution of a beneficial owner to a statutory trust may consist of property transferred, services performed, or another benefit provided to the statutory trust, or an agreement to transfer property, perform services, or provide another benefit. A person may become a ben…

(a) When a beneficial owner becomes entitled to receive a distribution, with respect to the distribution, the beneficial owner shall have the status of, and shall be entitled to all remedies available to, a creditor of the statutory trust. (b) A beneficial owner has a right to a …

A statutory trust may acquire, by purchase, redemption, or otherwise, any beneficial interest in the trust or series thereof. A beneficial interest acquired under this section shall be canceled.

(a) For the purposes of this section, “covered creditor” means a judgment creditor of a beneficial owner or a person to which a beneficial interest has been transferred by operation of law. (b) Except as otherwise provided in the governing instrument, a beneficial interest in a s…

Subject to § 29-1205.07, a beneficial owner or related party of a beneficial owner may lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume an obligation of, provide collateral for, or do other business with the statutory trust and, s…

A beneficial owner shall have the right to receive from the statutory trust or a trustee information relating to the affairs of a statutory trust which is reasonably related to the beneficial owner’s interest. The beneficial owner may enforce this right by summary proceeding in t…

A beneficial owner may maintain a direct action against a statutory trust to redress an injury sustained by, or to enforce a duty owed to, the beneficial owner only if the owner can plead and prove an actual or threatened injury that is not solely the result of an injury suffered…

A beneficial owner may maintain a derivative action to enforce a right of a statutory trust if: (1) The beneficial owner first makes a demand on the trustees, requesting that the trustees cause the trust to bring an action to redress the injury or enforce the right, and the trust…

A derivative action to enforce a right of a statutory trust may be maintained only by a person that is a beneficial owner at the time the action is commenced and: (1) Was a beneficial owner when the conduct giving rise to the action occurred; or (2) Whose status as a beneficial o…

In a derivative action to enforce a right of a statutory trust, the complaint shall state with particularity the: (1) Date and content of the plaintiff’s demand and the trustees’ response to the demand; or (2) Reason the demand should be excused as futile.

(a) Except as otherwise provided in subsection (b) of this section: (1) Any proceeds or other benefits of a derivative action on behalf of a statutory trust, whether by judgment, compromise, or settlement belong to the trust and not to the plaintiff; and (2) If the plaintiff rece…