Office of the Revisor of Statutes
Minnesota Session Laws - 1998, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 331-S.F.No. 908
An act relating to financial institutions; trust
companies; providing for the organization, powers, and
duties of trust companies; providing fiduciary
provisions for trust companies and banks exercising
trust powers; regulating interstate trust offices;
regulating filings in connection with securities;
making conforming changes; amending Minnesota Statutes
1996, sections 48.01, subdivision 1; 48.36,
subdivision 1; 48.37; 48.39; 48.41; 48.42; 48.43;
48.44; 48.45; 48.46; 48.47; 50.085, subdivision 14;
303.25, subdivision 3; 525.551, subdivision 6; and
525.56, subdivision 4; Minnesota Statutes 1997
Supplement, sections 16A.6701, subdivision 1; 48.01,
subdivision 2; and 80A.28, subdivision 1; proposing
coding for new law as Minnesota Statutes, chapter 48A;
repealing Minnesota Statutes 1996, sections 48.38;
48.475; 48.65; 48.66; 48.67; 48.68; 48.69; 48.70;
48.71; 48.72; 48.73; 48.75; 48.76; 48.77; 48.78;
48.79; 48.80; 48.81; 48.82; 48.83; 48.84; 48.841;
48.845; 48.846; 48.85; and 48.86; and Minnesota
Statutes 1997 Supplement, section 48.476.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
Section 1. Minnesota Statutes 1997 Supplement, section
16A.6701, subdivision 1, is amended to read:
Subdivision 1. [STATE LICENSE AND SERVICE FEES.] For
purposes of section 16A.67, subdivision 3, and this section, the
term "state license and service fees" means, and refers to, all
license fees, service fees, and charges imposed by law and
collected by any state officer, agency, or employee, which are
listed below or which are defined as departmental earnings under
section 16A.1285, subdivision 1, and the use of which is not
otherwise restricted by law, and which are not required to be
credited or transferred to a fund other than the general fund:
Minnesota Statutes 1994, sections 3.9221; 5.12; 5.14; 5.16;
5A.04; 6.58; 13.03, subdivision 10; 16A.155; 16A.48; 16A.54;
16A.72; 16B.59; 16B.70; 17A.04; 18.51, subdivision 2; 18.53;
18.54; 18C.551; 19.58; 19.64; 27.041, subdivision 2, clauses (d)
and (e); 27.07, subdivision 5; 28A.08; 32.071; 32.075; 32.392;
35.71; 35.824; 35.95; 41C.12; 45.027, subdivisions 3 and 6;
46.041, subdivision 1; 46.131, subdivisions 2, 7, 8, 9, and 10;
47.101, subdivision 2; 47.54, subdivisions 1 and 4; 47.62,
subdivision 4; 47.65; 48.475, subdivision 1; 48.61, subdivision
7; 48.93; 48A.16; 49.36, subdivision 1; 52.01; 52.203; 53.03,
subdivisions 1, 5, and 6; 53.09, subdivision 1; 53A.03; 53A.05,
subdivision 1; 53A.081, subdivision 3; 54.294, subdivision 1;
55.04, subdivision 2; 55.095; 56.02; 56.04; 56.10; 59A.03,
subdivision 2; 59A.06, subdivision 3; 60A.14, subdivisions 1 and
2; 60A.23, subdivision 8; 60K.19, subdivision 5; 65B.48,
subdivision 3; 70A.14, subdivision 4; 72B.04, subdivision 10;
79.251, subdivision 5; 80A.28, subdivisions 1, 2, 3, 4, 5, 6, 7,
7a, 8, and 9; 80C.04, subdivision 1; 80C.07; 80C.08, subdivision
1; 80C.16, subdivisions 2 and 3; 80C.18, subdivision 2; 82.20,
subdivision 8 and 9; 82A.04, subdivision 1; 82A.08, subdivision
2; 82A.16, subdivisions 2 and 6; 82B.09, subdivision 1; 83.23,
subdivisions 2, 3, and 4; 83.25, subdivisions 1 and 2; 83.26,
subdivision 2; 83.30, subdivision 2; 83.31, subdivision 2;
83.38, subdivision 2; 85.052; 85.053; 85.055; 88.79, subdivision
2; 89.035; 89.21; 115.073; 115.77, subdivisions 1 and 2; 116.41,
subdivision 2; 116C.69; 116C.712; 116J.9673; 125.08; 136C.04,
subdivision 9; 155A.045; 155A.16; 168.27, subdivision 11;
168.33, subdivisions 3 and 7; 168.54; 168.67; 168.705; 168A.152;
168A.29; 169.345; 171.06, subdivision 2a; 171.29, subdivision 2;
176.102; 176.1351; 176.181, subdivision 2a; 177.30; 181A.12;
183.545; 183.57; 184.28; 184.29; 184A.09; 201.091, subdivision
5; 204B.11; 207A.02; 214.06; 216C.261; 221.0355; 239.101;
240.06; 240.07; 240.08; 240.09; 240.10; 246.51; 270.69,
subdivision 2; 270A.07; 272.484; 296.06; 296.12; 296.17;
297F.03; 297.33; 299C.46; 299C.62; 299K.09; 299K.095; 299L.07;
299M.04; 300.49; 318.02; 323.44, subdivision 3; 325D.415;
326.22; 326.3331; 326.47; 326.50; 326.92, subdivisions 1 and 3;
327.33; 331A.02; 332.15, subdivisions 2 and 3; 332.17; 332.22,
subdivision 1; 332.33, subdivisions 3 and 4; 332.54, subdivision
7; 333.055; 333.20; 333.23; 336.9-413; 336A.04; 336A.05;
336A.09; 345.35; 345.43, subdivision 2a; 345.44; 345.55,
subdivision 3; 347.33; 349.151; 349.161; 349.162; 349.163;
349.164; 349.165; 349.166; 349.167; 357.08; 359.01, subdivision
3; 360.018; 360.63; 386.68; and 414.01, subdivision 11;
Minnesota Statutes 1994, chapters 154; 216B; 237; 302A; 303;
308A; 317A; 322A; and 322B; Laws 1990, chapter 593; Laws 1993,
chapter 254, section 7; and Laws 1994, chapter 573, section 4;
Minnesota Rules, parts 1800.0500; 1950.1070; 2100.9300;
7515.0210; and 9545.2000 to 9545.2040.
Sec. 2. Minnesota Statutes 1996, section 48.01,
subdivision 1, is amended to read:
Subdivision 1. [WORDS, TERMS, AND PHRASES.] Unless the
language or context clearly indicates that a different meaning
is intended, the term defined in subdivision 2, for the purposes
of sections 48.38, 48.56 to 48.59, and 48.84 48A.07, and 48A.08,
has that meaning; and the term defined in subdivision 3, for the
purposes of this chapter, has that meaning.
Sec. 3. Minnesota Statutes 1997 Supplement, section 48.01,
subdivision 2, is amended to read:
Subd. 2. [BANKING INSTITUTION.] The term "banking
institution" means any bank, trust company, bank and trust
company, or savings bank which is now or may hereafter be
organized under the laws of this state. For purposes of
sections 48.38, 48.84 48A.07, 48A.08, and 501B.151, subdivision
11, and to the extent permitted by federal law, "banking
institution" includes any national banking association or
affiliate exercising trust powers in this state.
Sec. 4. Minnesota Statutes 1996, section 48.36,
subdivision 1, is amended to read:
Subdivision 1. Any state bank having a capital and surplus
of not less than $500,000 may exercise the powers and privileges
conferred by sections 48.36 to 48.43 48A.07 and 48A.08, in
addition to all other powers granted by law, upon complying with
the conditions and requirements of those sections, and receiving
the approval of the commissioner of commerce, who may grant or
reject, in the commissioner's judgment, the application of any
bank to acquire trust authority, and in doing so shall take into
consideration the following factors:
(1) The needs of the community for trust service of the
kind applied for and the probable volume of such trust business
available to the bank;
(2) The general condition of the bank, particularly the
adequacy of its net capital and surplus funds in relation to the
character and condition of its assets and to its deposit
liabilities and other corporate responsibilities, including the
proposed exercise of trust powers;
(3) The general character and ability of the management of
the bank;
(4) The nature of the supervision to be given to the
proposed trust activities, including the qualifications and
experience of the members of the proposed trust investment
committee;
(5) The qualifications, experience, and character of the
proposed executive officer or officers of the trust department;
(6) Whether the bank has available competent legal counsel
to advise and pass upon trust matters whenever necessary; and
(7) Any other facts and circumstances that seem proper.
Sec. 5. Minnesota Statutes 1996, section 48.37, is amended
to read:
48.37 [CERTIFICATES FROM COMMISSIONER.]
In order to exercise the powers herein conferred, any such
bank shall invest and keep invested in one or more of the first,
second, third, fourth, seventh, and eighth classes of authorized
securities, at least 25 percent of its capital, which securities
in the amounts above provided shall be duly assigned,
transferred to, and deposited with the commissioner provided,
however, that no bank and trust shall be required to deposit
securities in excess of $1,000,000, and shall be maintained
unimpaired as a guaranty fund for the integrity of its trusts
and for the faithful discharge of its duties, in connection
therewith, with the right to the bank to collect the income
thereof and to substitute other like authorized securities of
equal amount and value. The commissioner shall carefully
examine the securities offered for deposit and, if they comply
with all the provisions of law applicable thereto, and, if the
bank making such deposit shall possess the qualifications stated
in section 48.36, shall issue to the bank a certificate stating
that it is qualified to exercise the powers herein conferred,
and, upon the issuance of this certificate and while the same
remains in force, the bank may exercise the powers and
privileges conferred by sections 48.36 to 48.43 48A.07 and
48A.08.
In case of any increase in the capital of any bank which
has qualified hereunder, this certificate shall be and become
revoked and the bank shall not thereafter exercise the powers
herein conferred until it shall have deposited the required
proportion of its capital in authorized securities and received
a new certificate that it is qualified hereunder.
Sec. 6. Minnesota Statutes 1996, section 48.39, is amended
to read:
48.39 [TRUST ACCOUNTS RECORDED.]
Besides its general books of account, it shall keep
separate books of account for all fiduciary accounts. All funds
and property held by it in a fiduciary capacity shall at all
times be kept separate from its own funds and property, and all
fiduciary funds deposited or held as fiduciary by the bank
awaiting investment shall be carried in a separate account, and
shall not be used by the bank in the conduct of its business,
unless the bank, under authorization by its board of directors,
first delivers to the commissioner of commerce, as collateral
security: (1) bonds, notes, bills, certificates of indebtedness
or other direct obligations of the United States or its
instrumentalities, or obligations fully guaranteed by the United
States as to principal and interest; or (2) other readily
marketable securities of the classes in which said trust
companies or state banks exercising trust powers are authorized
or permitted to invest trust funds under the laws of this
state. The securities so deposited as collateral shall be owned
by the bank and shall at all times be at least equal in market
value to the amount of the trust funds so used in the conduct of
the bank's business, and all deposits made by it of such funds
in any other banking institutions shall be deposited as
fiduciary funds, to its credit as fiduciary, and not otherwise.
Every security or property in which the funds held by it as
trustee, executor, administrator, guardian, receiver, or
assignee, or in any other fiduciary capacity are invested, shall
at once upon receipt thereof be immediately entered in the
proper books as belonging to the particular fiduciary account
whose funds have been invested therein. Any change in such
investment shall be fully specified in and under the account of
the particular fiduciary account to which it belongs so that all
fiduciary funds and property can be readily identified at any
time by any person. It shall be unlawful for any bank to lend
any officer, director or employee any funds held as fiduciary
under the powers conferred by sections 48.36 to 48.43 section
48.37. Any officer, director or employee to whom such a loan is
made shall be guilty of theft of the amount of such loan from
the time of the making thereof. Any state bank, when acting in
a fiduciary capacity, either alone or jointly with an individual
or individuals, may, with the consent of such individual
fiduciary or fiduciaries, who are hereby authorized to give such
consent, cause any stocks, securities, or other property now
held or hereafter acquired in such capacity to be registered and
held in the name of a nominee or nominees of such state bank
without mention of the fiduciary relationship. Any such state
bank shall be liable for any loss occasioned by the acts of any
of its nominees with respect to such stocks, securities or other
property so registered.
Sec. 7. Minnesota Statutes 1996, section 48.41, is amended
to read:
48.41 [CORPORATE NAME.]
Any such bank which has qualified and obtained a
certificate, as provided in sections 48.36 to 48.43 section
48.37, may use in its corporate name or title, in addition to
the word "bank" or other words now permitted by law, the words
"trust" or "trust company," and may display and make use of
signs, symbols, tokens, letterheads, cards, circulars and
advertisements stating or indicating that it is authorized to
transact the business authorized by said sections, and any such
bank using the words "trust" or "trust company" is not required
to use the word "state" in its corporate name.
Sec. 8. Minnesota Statutes 1996, section 48.42, is amended
to read:
48.42 [BANK MAY BE DESIGNATED AS SAVINGS BANK.]
Any state bank which has qualified under sections 48.36 to
48.43 section 48.37 and obtained the certificate therein
provided, and which has established and maintains a savings
department, may use in its name or title, in addition to other
words permitted by law, the words "savings" or "savings bank."
Savings deposits received by any such state bank using the words
"savings" or "savings bank" in its corporate name or title,
shall be invested only in authorized securities, as defined by
law, and the bank shall keep in hand at all times, in addition
to the securities required to be deposited under the provisions
of section 48.37, such securities as deposits in savings banks
may be invested in to an amount at least equal to the savings
deposits, and these securities to the amount of these deposits
shall be representative of and the fund for and applicable first
and exclusively to the payment of the savings deposits.
Deposits received by the bank subject to its right to require
notice of withdrawal evidenced by pass books, shall be deemed
savings deposits.
Sec. 9. Minnesota Statutes 1996, section 48.43, is amended
to read:
48.43 [BANKS MAY CEASE OPERATIONS; DUTIES OF COMMISSIONER.]
Any state bank which has qualified hereunder may at any
time notify the commissioner, in writing, that it intends to
cease to operate under the provisions of sections 48.36 to 48.43
section 48.37, and thereupon the certificate issued to it, as
provided in sections 48.36 to 48.43 section 48.37, shall be
canceled and revoked, and the bank shall thereafter exercise no
power or privilege except those permitted to state banks which
have not qualified hereunder, and the securities deposited with
the commissioner, as provided in section 48.37, shall forthwith
be reassigned and returned to the bank; provided, that no part
of the deposited securities shall be so returned until the bank
shall have eliminated from its corporate name the words "trust,"
"trust company," or "savings," nor until it has ceased to hold
any trust or trust office authorized by sections 48.36 to 48.43
section 48.37, nor until all its accounts in any such trust
shall have been settled and allowed and all property held in
trust by it delivered to the persons entitled thereto, nor until
all liabilities incurred by it as trustee, agent, or otherwise,
under the provisions of sections 48.36 to 48.43 section 48.37,
and which it could not have incurred unless qualified
thereunder, shall have been discharged; provided, further, that
if the amount of all these liabilities, or the maximum limit
thereof, has been or can be definitely ascertained, the
commissioner may retain only such part of the deposited
securities as shall be at least equal to and as shall be in the
commissioner's opinion sufficient to liquidate the same. If any
such bank so surrendering its powers hereunder shall have
heretofore used the word "savings" in its corporate name, the
provisions of section 48.42, relating to the investment of
savings deposits and the rights of such depositors, shall remain
operative as to all savings deposits on hand at the date of
surrendering such certificate and until the savings deposits
shall have been paid to the persons entitled thereto.
Sec. 10. Minnesota Statutes 1996, section 48.44, is
amended to read:
48.44 [BANKS MAY ORGANIZE AS TRUST COMPANY.]
Hereafter state banks which may be organized in the manner
now provided by law may be organized with the additional
authority to exercise the fiduciary powers and privileges set
out in section 48.38 sections 48A.07 and 48A.08; provided, that
the capital and surplus of any such bank shall not be less than
$500,000.
Sec. 11. Minnesota Statutes 1996, section 48.45, is
amended to read:
48.45 [CORPORATE NAMES.]
Any such A bank with the additional authority provided for
in sections 48A.07 and 48A.08 may be organized with a corporate
name which may include the words "trust" or "trust company," in
addition to the word "bank" or other words now permitted by law,
and the word "state" shall not be a required part of the
corporate name of any such state bank.
Sec. 12. Minnesota Statutes 1996, section 48.46, is
amended to read:
48.46 [AUTHORIZED SECURITIES PURCHASED.]
No state bank hereafter organized with authority to
exercise fiduciary powers pursuant to the provisions of sections
48.44 to 48.46 48A.07 and 48A.08, the corporate name of which
contains the words "trust" or "trust company," shall transact
any banking or trust company business until it shall have
invested in and assigned, transferred to, and deposited with the
commissioner the authorized securities described in and required
by section 48.37, relating to the authorization of existing
state banks to exercise such fiduciary powers, and until the
commissioner of commerce has issued the certificate provided by
section 47.16, and a certificate stating that such bank is
qualified to exercise the fiduciary powers set forth in section
48.38 sections 48A.07 and 48A.08.
Sec. 13. Minnesota Statutes 1996, section 48.47, is
amended to read:
48.47 [BANKING AND TRUST COMPANY BUSINESS.]
After the application of the corporation shall have been
favorably acted on by the department in compliance with sections
46.041 to 46.044, and upon compliance with the terms hereof and
the issuance of such certificates, the bank may commence the
transaction of banking and trust company business and may
exercise, in addition to all the powers and privileges conferred
by law on state banks, the powers and privileges set forth in
section 48.38 sections 48A.07 and 48A.08, and the bank shall
thereafter comply with and be subject to all of the provisions
of law relating to state banks exercising such fiduciary powers
and privileges.
TRUST COMPANIES
Sec. 14. [48A.01] [ORGANIZATION OF A STATE TRUST COMPANY.]
Subdivision 1. [ARTICLES OF INCORPORATION.] (a) Subject to
the other provisions of this chapter, three or more persons may
organize and charter a state trust company for purposes of
transacting business as a trust company in conformity with the
applicable laws.
(b) A state trust company may be organized under section
300.025. If the trust company does not exercise banking powers,
it may exercise the powers of a Minnesota business corporation
reasonably necessary or helpful to enable exercise of its
specific powers under this chapter.
(c) A state trust company may be organized as a limited
liability company if it does not exercise banking powers.
The articles of incorporation or articles of organization
of the company must be signed and acknowledged by each organizer
and must contain:
(1) the name of the state trust company;
(2) the period of its duration, which may be perpetual;
(3) the powers of the state trust company, which may be
stated as:
(i) all powers granted to a state trust company in this
state; or
(ii) a list of the specific powers that the state trust
company chooses and is authorized to exercise;
(4) the aggregate number of shares or membership interests
that the state trust company will be authorized to issue, the
number of classes of shares or membership interests, which may
be one or more, the number of shares or membership interests of
each class if more than one class, and a statement of the par
value of the shares of each class or that the shares or
membership interests are to be without par value;
(5) if the shares or membership interests are to be divided
into classes, the designation of each class and statement of the
preferences, limitations, and relative rights of the shares or
membership interests of each class, which in the case of a
limited trust association may be more fully set forth in the
statement of membership interest;
(6) a provision limiting or denying to participants the
preemptive right to acquire additional or treasury membership
interests or shares of the state trust company;
(7) a provision granting the right of members or
shareholders to cumulative voting in the election of directors
or managers;
(8) the aggregate amount of consideration to be received
for all shares or membership interests initially issued by the
state trust company, and a statement that all authorized
contributions or shares have been subscribed and that all
subscriptions received provide for the consideration to be fully
paid in cash before the charter is issued;
(9) a provision consistent with law that the organizers
elect to set forth in the articles of incorporation or articles
of organization for the regulation of the internal affairs of
the state trust company or that is otherwise required by this
chapter to be set forth in the articles;
(10) the street address of the state trust company's
principal office; and
(11) the number of directors or governors constituting the
initial board, which must not be fewer than five or more than
25, and a statement that management is vested in a board.
Subd. 2. [DIRECTORS OR MANAGERS; QUALIFICATIONS;
VACANCIES; HOW FILLED.] A majority of the directors or governors
of a trust company must be residents of this state. Each must
take and subscribe an oath to diligently and honestly perform
the official duties of a director or manager and not knowingly
violate, or permit to be violated, any provision of law relating
to trust companies. The taking of this oath must be noted on
the minutes of the records of the corporation and filed with the
commissioner. Failure of a person selected as director to
qualify creates a vacancy in the board. All vacancies in the
board must be filled by the qualified members. However, not
more than one-third of the membership of the board may be so
filled in any one year.
Sec. 15. [48A.02] [APPLICATION FOR STATE TRUST COMPANY
CHARTER.]
Subdivision 1. [PROCEDURE.] An application for a trust
company charter must be in the form prescribed by the
commissioner. The procedure in sections 46.041 to 46.045 apply,
except for the conditions in section 46.044, subdivision 1,
clauses (1) to (6).
Subd. 2. [CONDITIONS.] The commissioner shall grant an
application for a trust company charter if:
(1) the applicants are of good moral character and
financial integrity;
(2) there is reasonable public demand for this trust
company in this location that:
(i) considers the needs of the community for trust service
of the kind applied for and the probable volume of trust
business available to the applicant; and
(ii) the probable volume of business in this location is
sufficient to ensure and maintain the solvency of the new trust
company and the solvency of the existing trust company or trust
companies in the locality;
(3) the commissioner is satisfied the proposed trust
company will be properly and safely managed considering:
(i) the general character and ability of the proposed
management;
(ii) the nature of the supervision to be given to the
proposed trust activities, including the qualifications and
experience of the members of the proposed trust investment
committee;
(iii) the qualifications, experience, and character of the
proposed executive officer or officers of the trust company; and
(iv) whether the trust company will have available
competent legal counsel to advise and pass upon trust matters
whenever necessary;
(4) the commissioner is satisfied that the capital funds
are available and the commissioner may accept any reasonable
demonstration including subscription agreements supported by
current financial statements; and
(5) any other facts and circumstances that the commissioner
considers proper.
The commissioner shall deny an application that does not
satisfy the requirements of this subdivision.
Sec. 16. [48A.03] [CAPITAL AND SURPLUS REQUIREMENTS OF
TRUST COMPANIES.]
Subdivision 1. [REQUIRED AMOUNT.] The capital of a trust
company organized under this chapter must be not less than
$500,000. The trust company must also provide a surplus of at
least 20 percent of its capital in addition to the capital
amounts required by this section. The capital or the surplus
must not be reduced without the approval of the commissioner of
commerce. In the case of a trust company organized as a limited
liability company, "capital and surplus" is considered the
"contribution" of its members reflected in the required records
of a limited liability company.
Subd. 2. [REQUIRED INVESTMENT.] No trust company shall
transact business until all of its authorized capital stock and
required surplus has been paid in, in cash, and at least 25
percent of the capital has been invested in one or more of the
first, second, third, and fourth classes of authorized
securities and railroad bonds, as described by section 48.37,
and also in the farm loan bonds issued by the federal land
banks, federal intermediate credit banks, and the banks for
cooperatives. These investments must be assigned and
transferred to and deposited with the state treasurer, provided,
however, that no trust company shall be required to deposit
securities in excess of $1,000,000. The state treasurer shall
submit the securities deposited according to this subdivision to
the commissioner. The commissioner shall carefully examine the
securities offered for deposit and determine if they comply with
all applicable provisions of law. Upon receipt of an order of
the commissioner, the state treasurer shall issue a receipt.
This deposit must be maintained unimpaired as a guaranty fund
for depositors and creditors and for the faithful discharge of
the trust company's duties, with the right to collect the income
from it and to substitute other similar authorized securities,
of equal amount and value, upon approval and order of the
commissioner.
If the securities comply with the law, the commissioner
shall issue a certificate of authorization for the trust company
to begin business.
Subd. 3. [REDUCTION OF CAPITAL STOCK.] The capital stock
of a trust company may be reduced with the approval of the
commissioner, but not below the minimum amounts in this
section. A trust company shall not return assets to the
stockholders unless its deposits of authorized securities after
the return equal one-fourth of the reduced capital, which in no
event may be less than $125,000. The liability of a stockholder
or participant upon an existing contract is not affected by the
return of assets.
Subd. 4. [REQUIREMENTS FOR CONSOLIDATED COMPANIES.] When
two or more trust companies have been or are consolidated under
sections 49.34 to 49.41, or, in the case of a limited liability
company, sections 322B.70 to 322B.75, the capital of the
consolidated trust company is considered substituted for the
capital of the several trust companies entering into the
consolidation, and the aggregate of the securities of these
trust companies on deposit with the state treasurer, according
to this section, must be increased or diminished accordingly.
Subd. 5. [REQUIREMENTS FOR LIMITED PURPOSE COMPANIES.] A
company may also be organized, with its principal place of
business in the state, with a capital of not less than $10,000,
to be paid in cash, of which 50 percent must be invested in
authorized securities and deposited with the state treasurer, as
provided in this section. The powers and business of the
company must be to act as assignee under an assignment for the
benefit of creditors, or be appointed and act as a trustee or
receiver, as a guardian, as executor of a will, or administrator
of an estate. The company may accept and perform any other
lawful trust over which a state or federal court has
jurisdiction. The company, before entering upon the duties of
its trust, shall give a surety bond in the sum the court
directs, with sufficient surety, conditioned for the faithful
performance of its duties. The business of a company is limited
to the matters in this subdivision. A company with a capital
stock of less than $10,000 shall not use the word "trust" in the
title or name of the company.
Sec. 17. [48A.04] [CERTAIN TRUST COMPANIES MAY ASSUME
POWERS OF STATE BANKS.]
Subdivision 1. [AUTHORITY.] Upon complying with the terms
of this section, a trust company organized under section 300.025
has all the powers and privileges of a state bank not otherwise
granted to trust companies and is subject to and must comply
with all the laws of this state applicable to state banks.
Subd. 2. [APPLICATION.] In considering the application of
a trust company to assume the powers of a state bank, the
department shall proceed in the same manner and be governed by
the same laws that are applicable to applications for charters
for new state banks.
Subd. 3. [CERTIFICATES TO BE AMENDED.] In order to
exercise the powers granted under this subdivision, the trust
company shall amend its certificate of incorporation to include
the additional powers of a state banking corporation. This
amendment may include the change of the corporate name of the
trust company. The trust company shall display in its place of
business the certificate of the authorization issued by the
commissioner of commerce.
Amendments to the certificate of incorporation must be made
under section 300.45. Before becoming effective, these
amendments must be approved by the department and the approval
must be endorsed upon the certificate of amendment.
Subd. 4. [TRUST COMPANIES TO COMPLY WITH CERTAIN LAWS.] No
trust company of this state shall conduct a banking business, as
defined in section 47.02, exercising deposit taking powers,
without complying with the reserve requirements of section
48.221.
Sec. 18. [48A.05] [NATIONAL ASSOCIATIONS; POWERS.]
The commissioner of commerce may authorize trust companies
organized under the laws of this state to engage in trust
activity in which banks exercising trust powers subject to the
jurisdiction of the federal government may be authorized to
engage. The commissioner may not authorize trust companies to
engage in an activity prohibited by the laws of this state.
Sec. 19. [48A.06] [PROHIBITED DEALINGS AND INDEBTEDNESS.]
(a) A trust company shall not engage in banking,
mercantile, manufacturing, or other business, unless this
business is expressly authorized in this chapter.
(b) A trust company shall not lend its funds, money,
capital, trust funds, or other property to a director, officer,
agent, or employee.
(c) A director, officer, agent, or employee of a trust
company shall not become indebted to it by means of an
overdraft, promissory note, account, endorsement, guaranty, or
any other contract. A director, officer, agent, or employee who
violates this paragraph is guilty of theft of the amount of the
indebtedness from the time of its creation.
FIDUCIARY PROVISIONS OF BANKS AND TRUST COMPANIES
Sec. 20. [48A.07] [TRUST COMPANY OR BANK; SPECIAL POWERS
AND DUTIES AS FIDUCIARY.]
Subdivision 1. [QUALIFYING ORGANIZATIONS.] A trust
company, or bank that holds a certificate as provided in section
48.37, may exercise the powers and privileges set forth in this
section.
Subd. 2. [TAKING AND HOLDING REAL AND PERSONAL PROPERTY IN
TRUST.] (a) The bank or trust company may take and hold in trust
any real or personal property, wherever situated, by order,
judgment, or decree of a court, or by gift, grant, assignment,
transfer, devise, legacy, or bequest from, or by lawful contract
with, a public or private corporation or an individual or
copartnership. It may manage this real or personal property
upon the terms and conditions declared or imposed.
(b) The bank or trust company may act as agent for the
signatures, countersignatures, registration, transfer, or
redemption of certificates of stock, bonds, coupons, or other
evidences of indebtedness.
(c) The bank or trust company may act as trustee under
mortgages in the form of trust deeds.
(d) The bank or trust company may act as general or special
agent or attorney in fact in the acquisition, management, sale,
assignment, transfer, encumbrance, conveyance, or other
disposition of real or personal property, in the collection of
rents, payment of taxes, and generally as the representative of
a person, corporation, or copartnership.
(e) The bank or trust company may guarantee the title to
securities sold and transferred by it.
Subd. 3. [TAKING AND HOLDING DEPOSITS.] The bank or trust
company may take and hold on deposit or for safekeeping, money,
bonds, stocks, or other securities, or personal property, that:
(1) is given to it by a public officer or a trustee or other
legal representative or a public or private corporation or a
person; or (2) is authorized, ordered, or otherwise required by
law to be deposited in a safe depository or paid into any court
of record. If a court orders the deposit, and the depositor
takes the receipt of the bank or trust company for it, the
depositor and the depositor's sureties are relieved from
liability on the deposits while they are held by the bank or
trust company. With respect to trust companies only, deposits
do not include checking or savings accounts, certificates of
deposit, or other liabilities not relating to its fiduciary
activities, except as may be authorized by sections 47.23 and
48A.04.
Subd. 4. [ACCEPTING AND PERFORMING ASSIGNMENTS OR TRUSTS.]
The bank or trust company may act as assignee under an
assignment for the benefit of creditors, or be appointed as a
trustee, receiver, guardian, executor, or administrator, and may
accept and perform any other lawful trust conferred by a court
or by a corporation or individual. No oath or security is
required of a bank or trust company accepting or performing a
trust under this subdivision.
Subd. 5. [COURT-ORDERED DEPOSIT OF SECURITIES.] The judge
or court having jurisdiction may direct an executor,
administrator, guardian, assignee, receiver, or other trustee to
deposit with the bank or trust company any securities belonging
to the trust subject to the order of the trustee when
countersigned by the judge of the court. The court may fix the
security to be given by the trustee with reference only to the
remainder of the trust estate. Securities may not be withdrawn
and no part of the principal or interest of the securities may
be collected without a court order. However, an officer of the
bank or trust company, upon satisfactory proof that additional
security has been furnished by the trustee or that the estate or
fund has been so reduced that the deposit is no longer required,
may withdraw securities or collect the principal of or interest
on the securities.
Subd. 6. [INVESTMENT AUTHORITY.] (a) The bank or trust
company may, in its discretion, retain and continue an
investment and security or securities coming into its possession
in a fiduciary capacity.
(b) In the absence of an express prohibition in the trust
instrument, the trustee may acquire and retain securities of an
open-end or closed-end management company or unit investment
trust registered under the federal Investment Company Act of
1940. The fact that the banking institution or an affiliate of
the banking institution, is providing services to the investment
company or trust as investment advisor, sponsor, broker,
distributor, custodian, transfer agent, registrar, or otherwise,
and receiving compensation for the services does not preclude
the trustee from investing in the securities of that investment
company or trust. The banking institution shall disclose to all
current income beneficiaries of the trust the rate, formula, and
method of the compensation. This paragraph does not alter the
degree of care and judgment required of trustees by section
501B.151.
(c) Except as otherwise provided in this subdivision, a
bank or trust company shall invest an amount not less than $500
received by it as representative or trustee or by order of the
court, not required for the purposes of the trust and not to be
accounted for within one year, as provided in this subdivision,
in authorized securities then held by it or specially procured
by it. Except as may be otherwise provided in the governing
will, trust agreement, court order, or other instrument, any
amount in any one trust account, may be invested in certificates
of deposit or savings accounts in the same bank, or any other
bank or banks if the certificates of deposit or savings accounts
are fully insured by the Federal Deposit Insurance Corporation
and receive the prevailing rate of interest on the certificates
or savings accounts.
(d) Where funds are invested in authorized securities, as
defined by law, the provisions of section 48.24 limiting the
amount of liability of a person, corporation, or copartnership,
with reference to a percentage of the capital and surplus of the
bank, does not apply.
(e) A bank or trust company may invest all money received
by it in trust in authorized securities. It is responsible to
the owner or cestui que trust for the validity, regularity,
quality, value, and genuineness of these investments and
securities at the time they are made. It is also responsible to
the owner or cestui que trust for the safekeeping of these
securities and evidences of them. When special directions are
given in an order, judgment, decree, will, or other written
instrument as to the particular manner or the particular class
or kind of securities or property in which an investment must be
made, the bank or trust company must follow these directions and
is not responsible for the performance of the trust. In all
other cases it may invest funds held in any trust capacity in
authorized securities using its best judgment in the selection
of them, and is responsible for the validity, regularity,
quality, and value of them at the time made, and for their
safekeeping.
(f) As the sole trustee or one of two or more cotrustees,
it may invest in fractional parts of, as well as in whole,
securities, or may commingle funds for investment. If it
invests in fractional parts of securities or commingles funds
for investment, all of the fractional parts of the securities,
or the whole of the funds so commingled must be owned and held
by the bank or trust company in its several trust capacities.
The bank or trust company is liable for the administration of
these trusts in all respects as though separately invested. Not
more than $100,000, at the cost price of the investments, may be
invested for any one trust at any one time in fractional parts
or as commingled funds for investment by a bank or trust company
having capital and surplus of less than $500,000, unless the
authority to invest in fractional parts or as commingled funds
is given in the order, judgment, decree, will, or other written
instrument governing the trust. Funds so commingled for
investment must be designated collectively as a common trust
fund. The trust company or bank shall maintain the common trust
fund in conformity with the rules and regulations prevailing
from time to time of the federal governmental agency that
regulates the collective investment of trust funds by national
banks. It may, in its discretion, retain and continue an
investment and security or securities coming into its possession
in any fiduciary capacity. Paragraphs (a) to (f) apply whether
a corporate trustee is acting alone or with an individual
cotrustee.
(g) Notwithstanding the provisions of paragraph (f), a bank
or trust company may:
(1) establish and maintain common trust funds for the
collective investment of funds held in a fiduciary capacity by
it or by another bank or trust company that is owned or
controlled by a corporation that owns or controls the bank or
trust company; and
(2) as a fiduciary or cofiduciary, invest funds that it
holds for investment in common trust funds established and
maintained according to clause (1) if the investment is not
prohibited by the instrument, judgment, decree, or order
creating the fiduciary relationship. This section applies to
fiduciary relationships now in existence or hereafter created.
To the extent not inconsistent with this paragraph, the
provisions of paragraph (f) relating to common trust funds apply
to the establishment and maintenance of common trust funds under
this paragraph.
(h) A bank or trust company is entitled to reasonable
compensation for the faithful performance of its duties and
discharge of its trust, including all necessary expenses and
interest at the legal rate, or the amount that has been or may
be agreed upon by the parties. No compensation or commission
paid or agreed to be paid by it for the negotiation of a loan,
or the execution of a trust, is considered interest within the
meaning of the law, and no excess over the legal rate of
interest is considered usury.
Sec. 21. [48A.08] [INCIDENTAL INVESTMENTS, POWERS, AND
LIMITATIONS.]
Subdivision 1. [QUALIFYING ORGANIZATION.] A trust company,
or a bank that holds a certificate as provided in section 48.37,
may exercise the powers and privileges set forth in this section.
Subd. 2. [INVESTMENT POWERS.] (a) The bank or trust
company may acquire, use, and improve, and for that purpose
mortgage, lease, sell, and convey, real and personal property
that is necessary for the transaction of its business.
(b) The bank or trust company may sell or continue to hold
and use for its interests or those of the estate or trust to
which it belongs an estate or interest in real estate that the
bank or trust company acquires through foreclosure of a
mortgage, trust deed, or other security, or by the settlement of
an obligation or otherwise in the course of its business.
(c) The bank or trust company may become the purchaser at a
foreclosure or judicial sale to which it is a party as trustee
or otherwise.
(d) The bank or trust company may accept or make a deed,
mortgage, or other instrument necessary for the transaction of
its business. It may loan money and secure the loans by
mortgage, trust deed or pledge, and/or purchase. It may sell
and assign notes, bonds, mortgages, and other evidences of
indebtedness, and securities, and convert them into cash or into
other authorized securities, or securities and property not
expressly prohibited by this chapter.
(e) The investment of funds owned by the trust company, as
distinguished from funds held by it in trust, are restricted to
authorized securities.
(f) The bank or trust company may guarantee a title to
securities sold and transferred by it.
(g) The bank or trust company may become sole surety upon a
bond. For trust companies organized after April 10, 1965, the
bond must pertain to its own fiduciary activities.
(h) The bank or trust company may maintain and operate safe
deposit vaults.
(i) The bank or trust company shall not invest its capital
or surplus in real estate except as authorized. It shall not
invest deposits, trust funds, or property except as authorized,
or under or by virtue of an express contract, judgment, or other
instrument conferring or imposing special power and authority so
to do.
Subd. 3. [POWERS OF COURT; ANNUAL REPORT TO THE
COURT.] The bank or trust company is subject at all times to the
orders, judgments, and decrees of a court of record from which
it has accepted a trust, appointment, or commission as to the
trust. It shall provide to the court itemized and verified
accounts, statements, and reports required by law, or as the
court orders as to a particular trust. The bank or trust
company is subject to the general jurisdiction and authority of
the district court of the county of its principal place of
business.
Sec. 22. [48A.09] [DEFINITIONS.]
Subdivision 1. [TERMS.] For purposes of this section and
section 48A.10, the terms defined in this section have the
meanings given them.
Subd. 2. [AFFILIATED BANK.] "Affiliated bank," with
respect to another bank or a trust company, means a bank that is
owned or controlled by the corporation that owns or controls
that other bank or trust company, including a wholly owned
subsidiary of the other bank or trust company.
Subd. 3. [BANK.] "Bank" means a state bank permitted to
exercise trust powers under sections 48.37 to 48.47, and a
national bank authorized to exercise fiduciary powers under the
laws of the United States, including a national bank whose
operations are limited to those of a trust company and related
activities.
Subd. 4. [FIDUCIARY CAPACITY.] "Fiduciary capacity" means
a capacity resulting from a bank undertaking to act alone or
jointly with others primarily for the benefit of another in all
matters connected with its undertaking. The term includes, but
is not limited to, the capacities of trustee, including trustee
of a common trust fund; executor; administrator; personal
representative; registrar or transfer agent with respect to
stocks, bonds, or other evidences of indebtedness of a
corporation, association, municipality, state or public
authority; guardian of estates; conservator; receiver; escrow
agent; agent for the investment of money; attorney-in-fact; or
any other similar capacity.
Subd. 5. [TRUST COMPANY.] "Trust company" means a trust
company incorporated under the laws of this state that is duly
authorized to exercise fiduciary powers.
Sec. 23. [48A.10] [SUBSTITUTION; PROCEDURE.]
Subdivision 1. [APPLICATION.] A bank or trust company may
file an application with the district court in the county in
which an affiliated bank or other bank or trust company for
which it seeks to be substituted is located requesting that it
be substituted, except as is expressly excluded in the
application, in every fiduciary capacity held by the affiliated
bank or other bank or trust company that is specified in the
application. The affiliated bank or other bank or trust company
for which substitution is sought shall join in the application.
The application need not list the fiduciary capacities in which
substitution is requested.
Subd. 2. [HEARING NOTICE.] When the application is filed
with the district court, the court shall set a date and time for
hearing and direct that notice of the hearing be given as
provided in this subdivision. The applicant shall cause a copy
of the notice to be published at least once a week for two
consecutive weeks in a legal newspaper in the county where the
hearing is to be held, the last publication of which is to be at
least ten days before the time set for the hearing. The court
may require additional notice as it considers necessary. A
defect in giving notice does not limit or affect the validity of
an order entered according to this section.
Subd. 3. [ORDER.] Upon finding that the applicant is
authorized to exercise fiduciary powers, the district court
shall enter an order substituting the applicant bank or trust
company in every fiduciary capacity held by the affiliated bank
or other bank or trust company for which substitution is sought
and which joined in the application, except as may be otherwise
specified in the application, and except for fiduciary
capacities in any account with respect to which a person
beneficially interested in the account has filed objection to
the substitution and has appeared and been heard in support of
the objection. Upon entry of the order, or at a later date as
may be specified in the order, the applicant bank or trust
company is substituted in every fiduciary capacity to which the
order extends. The substitution may be made a matter of record
in any county of this state by filing a certified copy of the
order of substitution in the office of the court administrator
of a district or county court, or by filing a certified copy of
the order in the office of the county recorder.
Subd. 4. [EFFECT OF SUBSTITUTION.] A designation in a will
or other instrument of an affiliated bank as fiduciary is
considered a designation of the bank or trust company
substituted for the affiliated bank according to this section
except where the will or other instrument is executed after the
substitution and expressly provides that this section does not
apply. Except as otherwise provided in this subdivision, a
grant in a will or other instrument of a discretionary power is
considered conferred upon the bank or trust company substituted
as the fiduciary according to this section.
Subd. 5. [ACCOUNTING AND TRANSFER OF ASSETS.] An
affiliated bank or other bank or trust company shall account
jointly with the substituted bank or trust company for the
accounting period during which the substitution occurred. Upon
substitution according to this section, the affiliated bank or
other bank or trust company shall deliver to the substituted
bank or trust company all assets held by the affiliated bank or
other bank or trust company as fiduciary, except assets held for
fiduciary accounts with respect to which no substitution occurs.
Upon substitution, all assets become the property of the
substituted bank or trust company without the necessity of any
instrument of transfer or conveyance.
Subd. 6. [TRANSFER OF TRUSTS TO COMPANY; CONDITION.] The
trustees of an estate or property may surrender and resign the
trust in favor of the trust company that will accept the trust
and convey and deliver to it all property and assets of the
trust, upon condition that the grantor, cestui que trust, and
all parties in any manner interested in the execution and
performance of the trust shall execute, acknowledge, and deliver
an instrument in writing, consenting to the transfer, releasing
and discharging the original trustee, and appointing the trust
company as successor. If either party to the original trust is
dead or does not join in the written consent, or if the original
trust was created under a last will or an order or decree of a
court of record, then the transfer is not valid except after
full compliance with the judgment or decree of a court having
jurisdiction to remove the acting trustee.
Subd. 7. [TRUST FUNDS; INVESTMENT OF ACCUMULATIONS.] A
bank or trust company that receives $500 or more as executor,
administrator, guardian, or other trustee, or by order of court,
that is not required for the purposes of the trust, or does not
have to be accounted for within one year, shall invest it as
soon as practicable in authorized securities either then held by
it or specially obtained by it. The income, less its proper
charges, becomes part of the trust estate. The net
accumulations on the income must be invested, accounted for, and
allowed in the settlement of the trust.
Except as may be otherwise provided in the governing will,
trust agreement, court order, or other instrument, any amount in
a trust account may be invested in certificates of deposit,
share certificates, or savings accounts in a bank or banks, or
credit union, if the beneficial owner is a member, if the
certificates of deposit, share certificates, or savings accounts
are fully insured by an agency of the federal government
insuring deposits and receive the prevailing rate of interest on
the certificates or savings accounts.
Sec. 24. [48A.11] [NATIONAL BANKS AS FIDUCIARIES.]
A national bank in this state granted a special permit to
act in a fiduciary capacity by either the Federal Reserve Board
under subsection K of section 11 of the Federal Reserve Act, as
amended by the act of September 26, 1918, or the Office of the
Comptroller of the Currency under the provisions of United
States Code, title 12, section 92a, may without oath or security
assign, transfer to, and deposit with the commissioner, the
kinds and amounts of authorized securities required by section
48A.03 of a bank or trust company in a city in which the
national bank is located. If the national bank has a capital of
$500,000 or more, it is not required to deposit these securities
for more than the lesser of ten percent of this capital or
$1,000,000. The securities so deposited must be held and
maintained as a guaranty fund for the national bank for the
performance of its duties in this fiduciary capacity.
When a national bank has complied with section 48A.03, no
oath or security is required of it to accept and perform the
trust, as provided in section 48A.07, subdivision 4.
For purposes of this section, "bank" and "trust company"
have the meanings given in section 48A.09.
TRUST INSTITUTION OFFICES
Sec. 25. [48A.12] [DEFINITIONS.]
Subdivision 1. [TERMS.] For purposes of sections 48A.12 to
48A.25, the following words and phrases have the meanings given
them:
Subd. 2. [ACCOUNT.] "Account" means the client
relationship established with a trust company involving the
transfer of funds or property to the trust company, including a
relationship in which the trust company acts as trustee,
executor, administrator, guardian, custodian, conservator,
bailee, receiver, registrar, or agent, but excluding a
relationship in which the trust company acts solely in an
advisory capacity.
Subd. 3. [ADMINISTER.] "Administer" with respect to real
or tangible personal property means, as an agent or in another
representative capacity, to possess, purchase, sell, lease or
insure, safekeep, or otherwise manage the property.
Subd. 4. [AFFILIATE.] "Affiliate" means a company that
directly or indirectly controls, is controlled by, or is under
common control with a trust institution or other company.
Subd. 5. [BANK.] "Bank" has the meaning given the term in
United States Code, title 12, section 1813(h). The term "bank"
does not include a "foreign bank" as defined in United States
Code, title 12, section 3101(7), except for a foreign bank
organized under the laws of a territory of the United States,
Puerto Rico, Guam, American Samoa, or the Virgin Islands, the
deposits of which are insured by the Federal Deposit Insurance
Corporation.
Subd. 6. [BANK SUPERVISORY AGENCY.] "Bank supervisory
agency" means:
(1) an agency of another state with primary responsibility
for chartering and supervising a trust institution; and
(2) the Office of the Comptroller of the Currency, the
Federal Deposit Insurance Corporation, the Board of Governors of
the Federal Reserve System, the Office of Thrift Supervision,
and any successor to these agencies.
Subd. 7. [BRANCH.] "Branch," with respect to a trust
company or depository institution, has the meaning given in
section 48A.17 and in sections 47.51 and 49.411, subdivision 2,
paragraph (d).
Subd. 8. [CHARTER.] "Charter" means a charter, license, or
other authority issued by the commissioner or a bank supervisory
agency authorizing a trust institution to act as a fiduciary in
its home state.
Subd. 9. [CLIENT.] "Client" means a person to whom a trust
institution owes a duty or obligation under a trust or other
account administered by the trust institution or as an advisor
or agent, regardless of whether the trust institution owes a
fiduciary duty to the person. The term includes the
noncontingent beneficiaries of an account.
Subd. 10. [COMMISSIONER.] "Commissioner" means the
commissioner of commerce and, where appropriate, all of the
commissioner's successors and predecessors in office.
Subd. 11. [COMPANY.] "Company" includes a bank, trust
company, corporation, limited liability company, partnership,
association, business trust, or another trust.
Subd. 12. [DEPARTMENT.] "Department" means the Minnesota
commerce department.
Subd. 13. [FIDUCIARY RECORD.] "Fiduciary record" means a
matter written, transcribed, recorded, received, or otherwise in
the possession or control of a trust company, whether in
physical, electromagnetic, or optical disk form, that is
necessary to preserve information concerning an act or event
relevant to an account or a client of a trust company.
Subd. 14. [HOME STATE.] "Home state" means:
(1) with respect to a federally chartered trust
institution, the state in which the institution maintains its
principal office; and
(2) with respect to any other trust institution, the state
that chartered the institution.
Subd. 15. [HOME STATE REGULATOR.] "Home state regulator"
means the bank supervisory agency with primary responsibility
for chartering and supervising an out-of-state trust institution.
Subd. 16. [HOST STATE.] "Host state" means a state, other
than the home state of a trust institution, in which the trust
institution maintains or seeks to acquire or establish an office.
Subd. 17. [NEW TRUST OFFICE.] "New trust office" means a
trust office located in a host state that:
(1) is originally established by the trust institution as a
trust office; and
(2) does not become a trust office of the trust institution
as a result of:
(i) the acquisition of another trust institution or trust
office of another trust institution; or
(ii) a merger, consolidation, or conversion involving the
trust institution or trust office.
Subd. 18. [OFFICE.] "Office," with respect to a trust
institution, means the principal office, a trust office, or a
representative trust office, but not a detached facility.
Subd. 19. [OUT-OF-STATE BANK.] "Out-of-state bank" means a
bank chartered to act as a fiduciary in a state or states other
than this state.
Subd. 20. [OUT-OF-STATE TRUST COMPANY.] "Out-of-state
trust company" means a trust company that is not a state trust
company whose principal office is not located in this state.
Subd. 21. [OUT-OF-STATE TRUST INSTITUTION.] "Out-of-state
trust institution" means a trust institution that is not a state
trust institution.
Subd. 22. [PRINCIPAL OFFICE.] "Principal office" with
respect to:
(1) a state trust company, means a location registered with
the commissioner as the state trust company's home office at
which:
(i) the state trust company does business;
(ii) the state trust company keeps its corporate books and
a set of its material records, including material fiduciary
records; and
(iii) at least one executive officer of the state trust
company maintains an office; or
(2) a trust institution other than a state trust company,
means its principal place of business in the United States.
Subd. 23. [REGISTRATION.] "Registration" means the process
by which a trust institution has been authorized by the
commissioner to acquire, establish, or maintain a representative
trust office in this state.
Subd. 24. [REPRESENTATIVE TRUST OFFICE.] "Representative
trust office" means an office at which a trust institution has
been authorized by the commissioner to engage in a trust
business other than:
(1) accepting or executing trusts, including to:
(i) act as trustee under a written agreement;
(ii) receive money or other property in its capacity as a
trustee for investment in real or personal property;
(iii) act as trustee and perform the fiduciary duties
committed or transferred to it by order of court of competent
jurisdiction;
(iv) act as trustee of the estate of a deceased person; or
(v) act as trustee for a minor or incapacitated person;
(2) administering in any other fiduciary capacity real or
personal property; or
(3) acting according to order of court of competent
jurisdiction as executor or administrator of the estate of a
deceased person or as a guardian or conservator for a minor or
incapacitated person.
Subd. 25. [STATE.] "State" means a state of the United
States, the District of Columbia, a territory of the United
States, Puerto Rico, Guam, American Samoa, the Trust Territory
of the Pacific Islands, the Virgin Islands, and the Northern
Mariana Islands.
Subd. 26. [STATE BANK AND TRUST.] "State bank and trust"
means a bank chartered by this state with the additional
authority to exercise fiduciary powers and privileges set out in
sections 48A.07 and 48A.08.
Subd. 27. [STATE TRUST COMPANY.] "State trust company"
means a corporation or a limited liability trust company
organized or reorganized under this chapter, including a trust
company organized under the laws of this state before the
effective date of this chapter.
Subd. 28. [STATE TRUST INSTITUTION.] "State trust
institution" means a trust institution chartered by the state.
Subd. 29. [TRUST BUSINESS.] "Trust business" means the
holding out by a person to the public by advertising,
solicitation, or other means that the person is available to
perform any service of a trust institution.
Subd. 30. [TRUST COMPANY.] "Trust company" means a state
trust company or other company chartered to act as a fiduciary
that is not a depository institution or a foreign bank.
Subd. 31. [TRUST INSTITUTION.] "Trust institution" means a
bank and trust, or trust company.
Subd. 32. [TRUST OFFICE.] "Trust office" means an office,
other than the principal office, at which a trust institution is
authorized by the commissioner to conduct any trust business
incidental to the trust business that it is permitted to conduct
at its principal office or branch. It may not accept deposits
except as incidental to the trust business.
Subd. 33. [UNAUTHORIZED ACTIVITY.] "Unauthorized activity"
means:
(1) a company, other than one identified in section 48.37,
48A.01, or 48A.11, acting as a fiduciary within this state;
(2) a company engaging in a trust business in this state at
an office of the company that is not its principal office, if it
is a state trust institution, or that is not a trust office or a
representative trust office of the company; or
(3) an out-of-state trust institution engaging in a trust
business in this state at any time an order issued by the
commissioner under section 48A.22 is in effect.
Sec. 26. [48A.13] [STATE TRUST COMPANY PRINCIPAL OFFICE.]
Subdivision 1. [REQUIREMENT.] A state trust company must
have and continuously maintain a principal office in this state.
Subd. 2. [SERVICE OF PROCESS.] Each executive officer at
the principal office is an agent of the state trust company for
service of process.
Subd. 3. [NOTICE OF CHANGE.] A state trust company not
authorized to engage in the business of banking may change its
principal office to a location within this state by filing a
written notice with the commissioner setting forth the name of
the state trust company, the street address of its principal
office before the change, the street address to which the
principal office is to be changed, and a copy of the resolution
adopted by the board authorizing the change.
The change of principal office takes effect on the 31st day
after the date the commissioner receives the notice under this
subdivision, unless the commissioner establishes an earlier or
later date or unless before that day the commissioner notifies
the state trust company that it must establish to the
satisfaction of the commissioner that the relocation is
consistent with the original determination made under section
48A.02, for the establishment of a state trust company at that
location, in which event the change of principal office takes
effect when approved by the commissioner.
Sec. 27. [48A.14] [STATE TRUST INSTITUTIONS;
REPRESENTATIVE TRUST OFFICES.]
Subdivision 1. [AUTHORITY.] (a) A state trust institution
may establish or acquire and maintain representative trust
offices anywhere in this state. A state trust institution may
establish or acquire and maintain the office by filing a written
notice with the commissioner setting forth the name of the state
trust institution and the location of the proposed additional
office, together with a copy of the resolution adopted by the
board authorizing the additional office, and a filing fee of
$250.
(b) The state trust institution may begin business at the
additional office on the 31st day after the date the
commissioner receives the notice, unless the commissioner
specifies an earlier or later date.
Subd. 2. [REVIEW BY COMMISSIONER.] The 30-day period of
review may be extended by the commissioner on a determination
that the written notice raises issues that require additional
information or additional time for analysis. If the period of
review is extended, the state trust institution may establish
the additional office only on prior written approval by the
commissioner.
Subd. 3. [DISAPPROVAL.] The commissioner may deny approval
of the additional office if the commissioner finds that the
state trust institution lacks sufficient financial resources to
undertake the proposed expansion without adversely affecting its
safety or soundness or that the proposed office would be
contrary to the public interest.
Sec. 28. [48A.15] [STATE BANKS AND TRUST COMPANIES; TRUST
SERVICE OFFICES.]
Subdivision 1. [AUTHORIZATION.] A trust company organized
under the laws of this state or a state bank and trust may,
after completing the notification procedure required by this
subdivision, establish and maintain a trust service office at
any office in this state of any other state or national bank. A
state bank may, after completing the notification procedure
required by this subdivision, permit a trust company organized
under the laws of this state or a state bank and trust or a
national bank in this state that is authorized to exercise trust
powers to establish and maintain a trust service office at any
of its banking offices.
The trust company or state bank and trust and a state bank
at which a trust service office is to be established according
to this section shall jointly file, on forms provided by the
commissioner, a notification of intent to establish a trust
service office. The notification must be accompanied by a
filing fee of $100 payable to the commissioner, to be deposited
in the general fund of the state. No trust service office shall
be established according to this section if disallowed by order
of the commissioner within 45 days of the filing of a complete
and acceptable notification of intent to establish a trust
service office. An order of the commissioner to disallow the
establishment of a trust service office under this section is
subject to judicial review under sections 14.63 to 14.69.
Subd. 2. [SERVICES PERMITTED.] The trust company or bank
and trust that establishes a trust service office under this
section may conduct at the office any trust business and
business incidental to the trust business that it is permitted
to conduct at its principal office. It may not accept deposits
except as incidental to the trust business.
Subd. 3. [GENERAL REQUIREMENTS FOR BANKS.] (a) If the bank
at which a trust service office is to be established has
exercised trust powers, then the trust company or bank and trust
that is establishing the trust service office shall enter into
an agreement respecting those fiduciary powers to which the
trust company or bank and trust shall succeed and shall file the
agreement with the commissioner.
(b) The trust company or bank and trust that is
establishing a trust service office under this section shall
publish a notice of the filing in the form prescribed by the
commissioner in a newspaper published in the municipality in
which the trust service office is to be located, and if there is
no such newspaper, then in a qualified newspaper likely to give
notice in the municipality in which the proposed trust service
office is to be located. The trust company or bank and trust
shall file proof of publication of the notice with the
commissioner immediately after the notice is published.
(c) After filing and publication, the trust company or bank
and trust establishing the trust service office shall, as of the
date the office first opens for business, succeed to and be
substituted for the bank at which the trust service office is
located as to all fiduciary powers, rights, duties, privileges,
and liabilities of the bank in its capacity as fiduciary for all
estates, trusts, conservatorships, guardianships, and other
fiduciary relationships of which the bank is then serving as
fiduciary, except as may be otherwise specified in the agreement
between the bank and the trust company or bank and trust which
has established the trust service office.
(d) The trust company or bank and trust that has
established the trust service office shall also be considered
named as fiduciary in all writings, including, but not limited
to, wills, trusts, court orders, and similar documents and
instruments, naming the bank at which the trust service office
is located signed before the date the trust service office first
opens for business, unless expressly negated by the writing or
otherwise specified in the agreement between the trust company
or bank and trust and the bank at which the trust service office
is located.
(e) On the effective date of the substitution, the bank at
which the trust service office has been established is released
and absolved from all fiduciary duties and obligations under the
writings and shall discontinue its exercise of trust powers on
all matters not specifically retained by the agreement. This
subdivision does not absolve the bank from liabilities arising
out of a breach of fiduciary duty or obligation occurring before
the date the trust service office first opens for business.
(f) This subdivision does not affect the authority, duties,
or obligations of a bank with respect to relationships that may
be established without trust powers, whether the relationships
arise before or after the establishment of the trust service
office.
Subd. 4. [SUPERVISION.] A trust company or state bank and
trust establishing and operating one or more trust service
offices according to this section shall at all times maintain
records acceptable to the commissioner regarding transactions
originating at the trust service offices and available at its
principal office for examination according to sections 46.04 and
46.05.
Subd. 5. [NATIONAL BANKS; REQUIREMENTS.] If a trust
service office is established by a national bank at the banking
office of another national bank, then the agreement respecting
fiduciary powers required by subdivision 3 must be filed with
the comptroller of the currency of the United States and the
notice required by subdivision 3 must be in the form prescribed
by the comptroller of the currency.
Subd. 6. [NOTICE OF SUBSTITUTIONS; DENIAL OF
SUBSTITUTION.] Not less than 60 days before the effective date
of the proposed substitution under subdivision 3 or 5, the
parties to the substitution shall send written notice of the
proposed substitution to each cofiduciary, each surviving
settlor of a trust, each conservatee or ward under a
conservatorship or guardianship, each person who alone or in
conjunction with others has the power to remove the fiduciary
being substituted, and each adult beneficiary currently
receiving or entitled to receive a distribution of principal or
income from a trust or estate with respect to which the
substitution is to be effected. Intentional failure to send the
notice to a party at the party's current address as shown on the
fiduciary's records makes the substitution of fiduciaries
ineffective with respect to the fiduciary relationship. An
unintentional failure to give notice does not impair the
validity or effect of any substitution of fiduciaries under
subdivision 3 or 5. A trust company or bank that is substituted
or about to be substituted as fiduciary with respect to a trust,
estate, conservatorship, or guardianship under subdivision 3 or
5 may be removed as fiduciary, or the substitution may be
denied, upon petition by a cofiduciary, by a beneficiary of a
trust or estate, by the settlor of a trust, or on behalf of a
conservatee or ward under a conservatorship or guardianship if
the trust company or bank files a written consent to its removal
or a written declination to act, or if the court having
jurisdiction over the fiduciary relationship, upon notice and
hearing, approves the petition as in the best interests of the
petitioner and all other parties interested in the trust,
estate, conservatorship, or guardianship. This section applies
in addition to any applicable provision for removal of a
fiduciary or appointment of a successor fiduciary in any other
statute or in the instrument creating the fiduciary relationship.
Sec. 29. [48A.16] [DETACHED FACILITIES.]
A state trust institution may establish or acquire and
maintain detached facilities for the conduct of any or all of
the activities permitted for a trust institution following the
procedure and in compliance with sections 47.52 to 47.57.
Sec. 30. [48A.17] [AUTHORITY FOR OUT-OF-STATE TRUST
OFFICES; PRIOR WRITTEN NOTICE.]
(a) A state trust institution may establish and maintain a
new trust office or a representative trust office or acquire and
maintain an office in a state other than this state. The state
trust institution shall:
(1) file a notice on a form prescribed by the commissioner
stating the name of the state trust institution, the location of
the proposed office, and whether the laws of the jurisdiction
where the office will be located permit the office to be
maintained by the state trust institution;
(2) furnish a copy of the resolution adopted by the board
authorizing the out-of-state office; and
(3) pay the filing fee of $250.
(b) The state trust institution may begin business at the
additional office on the 31st day after the date the
commissioner receives the notice, unless the commissioner
specifies an earlier or later date.
(c) The 30-day period of review may be extended by the
commissioner if the written notice raises issues that require
additional information or additional time for analysis. If the
period of review is extended, the state trust institution may
establish the additional office only on prior written approval
by the commissioner.
(d) The commissioner may deny approval of the additional
office if the commissioner finds that the state trust
institution lacks sufficient financial resources to undertake
the proposed expansion without adversely affecting its safety or
soundness or that the proposed office would be contrary to the
public interest. In acting on the notice, the commissioner
shall consider the views of the appropriate bank supervisory
agencies.
Sec. 31. [48A.18] [OUT-OF-STATE TRUST INSTITUTION TRUST
OFFICES.]
Subdivision 1. [REQUIREMENT.] An out-of-state trust
institution may act as a fiduciary in this state or engage in a
trust business at an office in this state only if it maintains a
trust office in this state as permitted by this section.
Subd. 2. [ESTABLISHING AN INTERSTATE TRUST OFFICE.] An
out-of-state trust institution that does not operate a trust
office in this state and that meets the requirements of this
section may acquire and maintain a trust office or establish and
maintain a new trust office in this state. An out-of-state
trust institution may not establish a new trust office in this
state unless a similar institution chartered under the laws of
this state to act as a fiduciary is permitted to establish a new
trust office that may engage in activities substantially similar
to those permitted to trust offices of out-of-state trust
institutions under subdivision 1 in the state where the
out-of-state trust institution has its principal office.
Subd. 3. [NOTICE.] An out-of-state trust institution
seeking to establish and maintain a new trust office or acquire
and maintain a trust office in this state according to this
section shall provide, or cause its home state regulator to
provide, written notice of the proposed transaction to the
commissioner on or after the date on which the out-of-state
trust institution applies to the home state regulator for
approval to establish and maintain or acquire the trust office.
The filing of the notice must be preceded or accompanied by a
copy of the resolution adopted by the board authorizing the
additional office and the filing fee, if any, prescribed by the
commissioner.
Subd. 4. [CONDITIONS FOR APPROVAL.] (a) No trust office of
an out-of-state trust institution may be acquired or established
in this state under this section unless:
(1) the out-of-state trust institution has confirmed in
writing to the commissioner that for as long as it maintains a
trust office in this state, it will comply with all applicable
laws of this state;
(2) the out-of-state trust institution has provided
satisfactory evidence to the commissioner that it has complied
with:
(i) the applicable requirements of section 303.25; and
(ii) the applicable requirements of its home state
regulator for acquiring or establishing and maintaining the
office; and
(3) the commissioner, acting within 60 days after receiving
notice under this section, has certified to the home state
regulator that the requirements of this section have been met
and the notice has been approved or, if applicable, that any
conditions imposed by the commissioner under paragraph (b) have
been satisfied.
(b) The out-of-state trust institution may begin business
at the trust office on the 61st day after the date the
commissioner receives the notice unless the commissioner
specifies an earlier or later date, provided, with respect to an
out-of-state trust institution that is not a depository
institution and for which the commissioner has conditioned the
approval on the satisfaction by the out-of-state trust
institution of any requirement applicable to a state trust
company under section 48A.02, the institution has satisfied the
conditions and provided to the commissioner satisfactory
evidence of that fact.
(c) The 60-day period of review may be extended by the
commissioner on a determination that the written notice raises
issues that require additional information or additional time
for analysis. If the period of review is extended, the
out-of-state trust institution may establish the office only on
prior written approval by the commissioner.
(d) The commissioner may deny approval of the office if the
commissioner finds that the out-of-state trust institution lacks
sufficient financial resources to undertake the proposed
expansion without adversely affecting its safety or soundness or
that the proposed office is contrary to the public interest. In
acting on the notice, the commissioner shall consider the views
of the appropriate bank supervisory agencies.
Subd. 5. [ADDITIONAL TRUST OFFICES.] An out-of-state trust
institution that maintains a trust office in this state under
this section may establish trust service offices, or
representative trust offices in this state to the same extent
that a state trust institution may establish or acquire
additional offices in this state according to the procedures for
establishing or acquiring these offices.
Sec. 32. [48A.19] [OUT-OF-STATE TRUST INSTITUTION
REPRESENTATIVE TRUST OFFICES.]
Subdivision 1. [AUTHORIZATION.] (a) Subject to the
requirements contained in this section, an out-of-state trust
institution may establish and maintain representative trust
offices anywhere in this state.
(b) An out-of-state trust institution may establish or
acquire and maintain a representative trust office in this
state. An out-of-state trust institution not maintaining a
trust office in this state and desiring to establish or acquire
and maintain a representative trust office shall:
(1) file a notice on a form prescribed by the commissioner
stating the name of the out-of-state trust institution and the
location of the proposed office and satisfactory evidence that
it is a trust institution;
(2) furnish a copy of the resolution adopted by the board
authorizing the representative trust office; and
(3) pay the filing fee, if any, prescribed by the
commissioner.
(c) The out-of-state trust institution may begin business
at the representative trust office on the 31st day after the
date the commissioner receives the notice, unless the
commissioner specifies an earlier or later date.
Subd. 2. [REVIEW BY COMMISSIONER.] The 30-day period of
review may be extended by the commissioner on a determination
that the written notice raises issues that require additional
information or additional time for analysis. If the period of
review is extended, the out-of-state trust institution may
establish the representative trust office only on prior written
approval by the commissioner.
Subd. 3. [DISAPPROVAL.] The commissioner may deny approval
of the representative trust office if the commissioner finds
that the out-of-state trust institution lacks sufficient
financial resources to undertake the proposed expansion without
adversely affecting its safety or soundness or that the proposed
office would be contrary to the public interests. In acting on
the notice, the commissioner shall consider the views of the
appropriate bank supervisory agencies.
Sec. 33. [48A.20] [SUPERVISION OF OUT-OF-STATE TRUST
INSTITUTIONS.]
Subdivision 1. [EXAMINATIONS.] To the extent consistent
with subdivision 3, the commissioner may make examinations of an
office established and maintained in this state under this
chapter by an out-of-state trust institution as the commissioner
considers necessary to determine whether the office is being
operated in compliance with the laws of this state and according
to safe and sound banking practices. Section 46.04 applies to
these examinations.
Subd. 2. [PERIODIC REPORTS.] The commissioner may require
periodic reports regarding an out-of-state trust institution
that has established and maintained an office in this state
according to this chapter. The required reports shall be
provided by the trust institution or by the home state
regulator. Any reporting requirements prescribed by the
commissioner under this subdivision shall be:
(1) consistent with the reporting requirements applicable
to state trust companies; and
(2) appropriate to allow the commissioner to carry out the
commissioner's responsibilities under this chapter.
Subd. 3. [COOPERATIVE AGREEMENTS.] (a) The commissioner
may enter into cooperative, coordinating, and
information-sharing agreements with any other bank supervisory
agencies or an organization affiliated with or representing one
or more bank supervisory agencies with respect to the periodic
examination or other supervision of an office in this state of
an out-of-state trust institution, or an office of a state trust
institution in a host state. The commissioner may accept a
report of examination and report of investigation from a party
to the agreement in lieu of conducting the commissioner's own
examination or investigation.
(b) The commissioner may enter into contracts with any bank
supervisory agency that has concurrent jurisdiction over a state
trust institution or an out-of-state trust institution
maintaining an office in this state to engage the services of
that agency's examiners at a reasonable rate of compensation or
to provide the services of the commissioner's examiners to the
agency at a reasonable rate of compensation.
(c) The commissioner may enter into joint examinations or
joint enforcement actions with other bank supervisory agencies
having concurrent jurisdiction over any office established and
maintained in this state by an out-of-state trust institution or
an office established and maintained by a state trust
institution in any host state. The commissioner may at any time
take actions independently if the commissioner considers the
actions to be necessary or appropriate to carry out the
commissioner's responsibilities under this section or to ensure
compliance with the laws of this state. In the case of an
out-of-state trust institution, the commissioner shall recognize
the exclusive authority of the home state regulator over
corporate governance matters and the primary responsibility of
the home state regulator with respect to safety and soundness
matters.
Subd. 4. [FEES.] Each out-of-state trust institution that
maintains one or more offices in this state may be assessed and,
if assessed, shall pay supervisory and examination fees
according to the laws of this state and rules of the
commissioner. The fees may be shared with other bank
supervisory agencies or an organization affiliated with or
representing one or more bank supervisory agencies under
agreements between the parties and the commissioner.
Sec. 34. [48A.21] [NOTICE OF SUBSEQUENT MERGER, CLOSING.]
Each out-of-state trust institution that maintains an
office in this state according to section 48A.18, or the home
state regulator of the trust institution, shall give at least 30
days prior written notice or, in the case of an emergency
transaction, shorter notice as is consistent with applicable
state or federal law, to the commissioner of:
(1) a merger, consolidation, or other transaction that
would cause a change of control with respect to the out-of-state
trust institution or any bank holding company that controls the
trust institution, with the result that an application would be
required to be filed pursuant to the federal Change in Bank
Control Act of 1978, as amended, United States Code, title 12,
section 1817(j), or the federal Bank Holding Company Act of
1956, as amended, United States Code, title 12, section 1841 et
seq., or any successor statutes;
(2) a transfer of all or substantially all of the trust
accounts or trust assets of the out-of-state trust institution
to another person; or
(3) the closing or disposition of an office in this state.
Sec. 35. [48A.22] [ENFORCEMENT.]
Subdivision 1. [GENERAL AUTHORITY OF COMMISSIONER.] (a)
Consistent with hearing provisions of sections 46.23 to 46.33,
if the commissioner finds that:
(1) an office maintained by an out-of-state trust
institution in this state is being operated in violation of the
laws of this state or in an unsafe and unsound manner; or
(2) a company is engaged in an unauthorized trust activity,
the commissioner may take any enforcement action the
commissioner could take if the office or the company were a
state trust company including, but not limited to, issuing an
order temporarily or permanently prohibiting the company from
engaging in a trust business in this state.
(b) The commissioner may determine by order that an
out-of-state trust institution engaging in or proposing to
engage in a trust business in this state does not meet the
requirements for establishing a representative trust office in
this state according to section 48A.19, the order is effective
on the date of issuance or another date the commissioner
determines.
Subd. 2. [IMMEDIATE ENFORCEMENT ACTION; SUBSEQUENT
HEARING.] In cases involving extraordinary circumstances
requiring immediate action, the commissioner may take any action
permitted by subdivision 1 without notice or opportunity for
hearing but shall promptly upon application of the out-of-state
trust institution afford a subsequent hearing to rescind the
action taken. The commissioner shall promptly give notice to
the home state regulator of each enforcement action taken
against an out-of-state trust institution and, to the extent
practicable, shall consult and cooperate with the home state
regulator in pursuing and resolving the enforcement action.
Sec. 36. Minnesota Statutes 1996, section 50.085,
subdivision 14, is amended to read:
Subd. 14. [TRUST POWERS.] Upon application to and approval
by the commissioner of commerce, a savings bank may act as
trustee, executor, administrator, personal representative,
conservator, custodian, guardian, or in any other fiduciary
capacity in which state banks, trust companies, or other
corporations are permitted to act, and receive reasonable
compensation for it. A savings bank that has complied with
sections 48.36 to 48.43 and 48.475, and holds a certificate as
provided in section 48.37, may exercise the powers and
privileges set forth in sections 48.38, 48.475, 48.84, 48.841,
48.846, and 48.86. A savings bank that has qualified and
obtained a certificate, as provided in sections 48.36 to
48.43 section 48.37, may use in its corporate name or title, in
addition to the words "savings bank" or other words permitted by
law, the words "trust" or "trust company," and may display and
make use of signs, symbols, tokens, letterheads, cards,
circulars, and advertising stating or indicating that it is
authorized to transact the business authorized by those
sections, and a savings bank using the words "trust" or "trust
company" is not required to use the word "state" in its
corporate name. A savings bank may not invest, pursuant to
section 50.1465, in a corporation that engages in activities
described in this subdivision, without first obtaining the
approval of the commissioner of commerce.
Sec. 37. Minnesota Statutes 1997 Supplement, section
80A.28, subdivision 1, is amended to read:
Subdivision 1. (a) There shall be a filing fee of $100 for
every application for registration or notice filing. There
shall be an additional fee of one-tenth of one percent of the
maximum aggregate offering price at which the securities are to
be offered in this state, and the maximum combined fees shall
not exceed $300.
(b) When an application for registration is withdrawn
before the effective date or a preeffective stop order is
entered under section 80A.13, subdivision 1, all but the $100
filing fee shall be returned. If an application to register
securities is denied, the total of all fees received shall be
retained.
(c) Where a filing is made in connection with a federal
covered security under section 18(b)(2) of the Securities Act of
1933, there is a fee of $100 for every initial filing. There is
an additional fee of 1/20 of one percent of the maximum
aggregate offering price at which the securities are to be
offered in this state. There is no maximum fee for securities
filings made according to this section. If the filing is made
in connection with redeemable securities issued by an open end
management company or unit investment trust, as defined in the
Investment Company Act of 1940, there is an additional fee of
1/20 of one percent of the maximum aggregate offering price at
which the securities are to be offered in this state. If the
filing is made in connection with redeemable securities issued
by such a company or trust, there is no maximum fee for
securities filings made according to this clause. If the filing
is made in connection with any other federal covered security
under Section 18(b)(2) of the Securities Act of 1933, there is
an additional fee of one-tenth of one percent of the maximum
aggregate offering price at which the securities are to be
offered in this state, and the combined fees shall not exceed
$300.
Sec. 38. Minnesota Statutes 1996, section 303.25,
subdivision 3, is amended to read:
Subd. 3. [BOND MUST BE FILED.] Before accepting
appointment or acting as executor, administrator, trustee,
guardian, or conservator, every foreign trust association shall
file a bond with a court of competent jurisdiction in an amount
as the court directs, with sufficient sureties, conditioned upon
the faithful discharge of its duties as executor, administrator,
trustee, guardian, or conservator, or, in lieu of the bond,
shall deposit securities with the state treasurer in the same
manner and in the same amount as would be required under section
48.67 48A.03, subdivision 2, of a trust company organized under
the laws of this state. This deposit shall be maintained until
the foreign trust association shall cease to act as an executor,
administrator, trustee, guardian, or conservator under this
section. However, except as otherwise ordered by a court of
competent jurisdiction, the requirements of this subdivision do
not apply to a trustee with respect to a trust created otherwise
than by will if the trust instrument requests or directs that a
bond need not be required of the trustee.
Sec. 39. Minnesota Statutes 1996, section 525.551,
subdivision 6, is amended to read:
Subd. 6. [BOND.] Upon the filing of a bond by the guardian
or conservator of an estate in an amount the court may direct
and an oath according to law, or upon the filing of an
acceptance of the trust pursuant to section 48.79 48A.08,
subdivision 4, letters of guardianship or conservatorship shall
issue. If there is no personal property, the court may waive
the filing of a bond, but if the guardian or conservator
receives or becomes entitled to any property of the ward or
conservatee the guardian or conservator shall immediately file a
report thereof and a bond in an amount the court may direct. In
case of breach of a condition of the bond an action thereon may
be prosecuted by leave of the court by any interested person or
by the court on its own motion.
Sec. 40. Minnesota Statutes 1996, section 525.56,
subdivision 4, is amended to read:
Subd. 4. [DUTIES OF GUARDIAN OR CONSERVATOR OF THE
ESTATE.] The court may appoint a guardian of the estate if it
determines that all the powers and duties listed in this
subdivision are needed to provide for the needs of the
incapacitated person. The court may appoint a conservator of
the estate if it determines that a conservator is necessary to
provide for the needs of the incapacitated person through the
exercise of some, but not all, of the powers and duties listed
in this subdivision. The duties and powers of a guardian or
those which the court may grant to a conservator include, but
are not limited to:
(1) The duty to pay the reasonable charges for the support,
maintenance, and education of the ward or conservatee in a
manner suitable to the ward's or conservatee's station in life
and the value of the estate. Nothing herein contained shall
release parents from obligations imposed by law for the support,
maintenance, and education of their children. The guardian or
conservator has no duty to pay for these requirements out of
personal funds. Wherever possible and appropriate, the guardian
or conservator should meet these requirements through
governmental benefits or services to which the ward or
conservatee is entitled, rather than from the ward's or
conservatee's estate. Failure to satisfy the needs and
requirements of this clause shall be grounds for removal, but
the guardian or conservator shall have no personal or monetary
liability;
(2) The duty to pay out of the ward's or conservatee's
estate all just and lawful debts of the ward or conservatee and
the reasonable charges incurred for the support, maintenance,
and education of the ward's or conservatee's spouse and
dependent children and, upon order of the court, pay such sum as
the court may fix as reasonable for the support of any person
unable to earn a livelihood who is legally entitled to support
from the ward or conservatee;
(3) The duty to possess and manage the estate, collect all
debts and claims in favor of the ward or conservatee, or, with
the approval of the court, compromise them, institute suit on
behalf of the ward or conservatee and represent the ward or
conservatee in any court proceedings, and invest all funds not
currently needed for the debts and charges named in clauses (1)
and (2) and the management of the estate, in accordance with the
provisions of sections 48.84 48A.07, subdivision 6, and
501B.151, or as otherwise ordered by the court. The standard of
a fiduciary shall be applicable to all investments by a guardian
or conservator. A guardian or conservator shall also have the
power to purchase certain contracts of insurance as provided in
section 50.14, subdivision 14, clause (b);
(4) Where a ward or conservatee has inherited an undivided
interest in real estate, the court, on a showing that it is for
the best interest of the ward or conservatee, may authorize an
exchange or sale of the ward's or conservatee's interest or a
purchase by the ward or conservatee of any interest other heirs
may have in the real estate.
Sec. 41. [REPEALER.]
Minnesota Statutes 1996, sections 48.38; 48.475; 48.65;
48.66; 48.67; 48.68; 48.69; 48.70; 48.71; 48.72; 48.73; 48.75;
48.76; 48.77; 48.78; 48.79; 48.80; 48.81; 48.82; 48.83; 48.84;
48.841; 48.845; 48.846; 48.85; and 48.86; and Minnesota Statutes
1997 Supplement, section 48.476, are repealed.
Presented to the governor March 23, 1998
Signed by the governor March 25, 1998, 9:30 a.m.
Official Publication of the State of Minnesota
Revisor of Statutes