2006 Minnesota Statutes

CHAPTER 318. DECLARATION OF TRUST

318.01 ORGANIZATION; SCOPE OF BUSINESS.
Two or more natural persons, whether residents of this state or not, or two or more
corporations which are now organized or may hereafter be organized, which includes all domestic
corporations, national banks and only those foreign corporations which hold a certificate of
authority to transact business in this state, may organize and associate themselves together for
the purpose of transacting business in this state under what is commonly designated or known
as a "declaration of trust" or "business trust"; provided, however, no such association shall ever
be permitted or authorized to transact in this state any business of insurance except the kind of
business of insurance specified in section 60A.06, subdivision 1(7), and all acts amendatory
thereof; and further provided, however, no such association shall ever be permitted or authorized
to transact a banking or surety business, of any kind, in this state.
History: 1961 c 740 s 2; 1965 c 77 s 1; 1965 c 732 s 1; 1969 c 6 s 40

318.02 GENERAL PROVISIONS.
    Subdivision 1. Definition. The term "declaration of trust" as used in this section means the
declaration of trust, business trust instrument, trust indenture, contract of custodianship, or other
instrument pursuant to which such association is organized. Every such association organized
after April 20, 1961, for the purpose of transacting business in this state shall, prior to transacting
any business in this state, file in the Office of the Secretary of State a true and correct copy of the
"declaration of trust" under which the association proposes to conduct its business. The copy shall
also contain a statement that the true and correct copy of the "declaration of trust" is being filed in
the Office of the Secretary of State of the state of Minnesota pursuant to this chapter and shall
also include the full name and street address of an agent of the business trust in this state. That
agent shall be the agent for service of process which shall be made pursuant to the provisions of
section 543.08. The "declaration of trust" may provide that the duration of such association shall
be perpetual. Upon the filing of the copy of the "declaration of trust" and the payment of a filing
fee of $150 to the secretary of state, the secretary of state shall issue to such association, or to the
trustees named in the said "declaration of trust," or to the persons or parties to the "declaration
of trust," a certificate showing that such "declaration of trust" has been duly filed; whereupon,
such association in its name shall be authorized to transact business in this state; provided that all
other applicable laws have been complied with. The "declaration of trust" may be amended as
provided in the "declaration of trust" or in any amendments thereto but a true and correct copy
of all amendments to the "declaration of trust," shall be filed in the Office of the Secretary of
State upon the payment of a filing fee of $50 to the secretary of state and all amendments shall
become effective at the time of said filing. When such copy of the "declaration of trust" and any
amendments thereto shall have been filed in the Office of the Secretary of State it shall constitute
public notice as to the purposes and manner of the business to be engaged in by such association.
    Subd. 2. Type of legal entity. Any such association heretofore or hereafter organized shall
be a business trust and a separate unincorporated legal entity, not a partnership, joint-stock
association, agency, or any other relation except a business trust. A business trust is also known as
a common law trust and Massachusetts trust for doing business.
    Subd. 3. Powers. Any such association heretofore or hereafter organized shall have the
power in its name:
(1) To continue as a business trust for the time limited in its "declaration of trust" or in any
amendments, or if no time limit is specified, then perpetually;
(2) To sue and be sued;
(3) To adopt, use, and, at will, alter a business trust seal, but failure to affix the business trust
seal, if any, shall not affect the validity of any instrument;
(4) To conduct in this state and elsewhere the business to be engaged in by such association
and to contract and enter into obligations and do any acts necessary and incidental to the
transaction of its business or expedient for the attainment of the purposes stated in its "declaration
of trust" or in any amendments;
(5) To acquire including by will or gift, purchase, sell, contract for, hold, lease, mortgage,
encumber, convey, transfer, or otherwise deal in and dispose of real and personal property within
or without the state by and through its officers, agents or trustees in the manner provided in its
"declaration of trust" or in any amendments. All deeds, contracts, mortgages and other legal
instruments heretofore or hereafter acquired by or executed by any such association, and whether
or not recorded in the office of the county recorder in the office of the registrar of titles, shall
have the same force and effect as a like instrument would have if executed, or recorded or filed
in said offices, as in the case of corporations.
    Subd. 4. Personal liability. No personal liability for any debt or obligation of any such
association heretofore or hereafter organized shall attach to the owners of the shares of beneficial
interests, beneficiaries, shareholders, or trustees of any such association heretofore or hereafter
organized, or to any person or party to the "declaration of trust."
    Subd. 5. Election to be governed by chapter 317A. An association may cease to be subject
to or governed by this chapter by filing an election in the manner described in section 317A.022,
to be subject to and governed by chapter 317A in the same manner and to the same extent
provided in chapter 317A as though it were a nonprofit corporation if:
(1) it is not formed for a purpose involving pecuniary gain to its members, other than to
members that are nonprofit organizations or subdivisions, units, or agencies of the United States
or a state or local government; and
(2) it does not pay dividends or other pecuniary remuneration, directly or indirectly, to
its members, other than to members that are nonprofit organizations or subdivisions, units, or
agencies of the United States or a state or local government.
    Subd. 6. Non-Minnesota trusts. An association organized under the laws of another
state may register by using the process described in subdivision 1. The registration must be
accompanied by a certificate from a state authenticating the prior registration of the association
in that state. The Minnesota registration does not create a new association and the association
continues to be governed by the laws of the state of prior registration with respect to internal
governance. Amendments to a declaration of trust will also follow the process described in
subdivision 1. The fees stated in subdivision 1 apply to these transactions.
History: 1961 c 740 s 3; 1965 c 77 s 2; 1965 c 732 s 2; 1976 c 181 s 2; 1984 c 618 s 31;
1986 c 444; 1988 c 682 s 36; 1994 c 625 art 8 s 67; 2000 c 395 s 12; 2005 c 4 s 57

318.03 SALE OF SECURITIES; REGISTRATION.
Before any such association may offer for sale, barter or sell any security of such association
in this state, such association shall register such securities pursuant to the provisions of chapter
80A, and all acts amendatory thereof, which registration shall be applied for and granted under
the same conditions as like registrations are applied for and granted to corporations.
History: 1961 c 740 s 4; 1965 c 732 s 3; 1976 c 2 s 40

318.04 CERTIFICATE OF AUTHORITY TO TRANSACT THE BUSINESS OF
INSURANCE.
Any such association permitted by section 318.01 to organize to transact in this state the kind
of business of insurance permitted by section 318.01 shall set out in its "declaration of trust" the
kind of business of insurance that it shall transact in this state; and before filing with the secretary
of state the copy of the "declaration of trust" and any amendments thereto pursuant to section
318.02 there shall be endorsed upon the "declaration of trust" and any amendments thereto the
approval of the commissioner of commerce; and it shall be subject to the same insurance laws of
this state and rules of the commissioner of commerce that an insurance corporation transacting
the same kind of business of insurance is subject to except as otherwise provided by law; and it
shall obtain from the commissioner of commerce a certificate of authority as an insurer which
certificate of authority shall be issued by the commissioner of commerce upon compliance with
all the applicable insurance laws of this state and rules of the commissioner of commerce.
History: 1961 c 740 s 5; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1985 c 248 s 70

318.05 UNLAWFUL TO TRANSACT BUSINESS PRIOR TO COMPLIANCE.
No such association organized after April 20, 1961, may transact or conduct any business,
within this state, under any "declaration of trust" or "business trust" without first complying with
the provisions and requirements of sections 318.01 and 318.02 and in addition thereto complying
with the provisions and requirements of sections 318.03 and 318.04 when applicable.
History: 1961 c 740 s 6; 1965 c 732 s 4

318.06 PENALTIES.
Any such association, person or party who shall violate any of the provisions of this
chapter shall forfeit and pay to this state a penalty, not exceeding $1,000. Such penalties may be
recovered in the District Court of Ramsey County by action in the name of the state, brought by
the attorney general.
History: 1961 c 740 s 7; 1965 c 732 s 5