Sec. 34-521. Merger or consolidation. (a) Pursuant to an agreement of merger or
consolidation, a statutory trust may merge or consolidate with or into one or more statutory trusts or other business entities formed, organized or existing under the laws of this
or any other state, the United States or any foreign country or other foreign jurisdiction;
provided, in the case of any merger or consolidation involving one or more foreign
statutory trusts or other business entities, both foreign and domestic, each such foreign
statutory trust and other business entity that is a party to the merger or consolidation
shall have the power and authority to merge or consolidate with such statutory trust.
The agreement of merger or consolidation shall specify which of the constituent parties
shall be the surviving or resulting statutory trust or other business entity. Unless otherwise provided in the governing instrument of a statutory trust, a merger or consolidation
shall be approved by each statutory trust which is to merge or consolidate by all of the
trustees and the beneficial owners of such statutory trust. In connection with a merger
or consolidation under this section, rights or securities of, or interest in, a statutory trust
or other business entity which is a constituent party to the merger or consolidation may
be exchanged for or converted into cash, property, rights or securities of, or interests
in, the surviving or resulting statutory trust or other business entity or, in addition to or
in lieu thereof, may be exchanged for or converted into cash, property, rights or securities
of, or interests in, a statutory trust or other business entity which is not the surviving or
resulting statutory trust or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or
amended pursuant to a provision for such termination or amendment contained in the
agreement of merger or consolidation.
(b) If a statutory trust is merging or consolidating under this section, the statutory
trust or other business entity surviving or resulting in or from the merger or consolidation
shall deliver to the Secretary of the State for filing a certificate of merger or consolidation
duly executed by each constituent party to such merger or consolidation setting forth:
(1) The name and jurisdiction of formation or organization of each statutory trust
or other business entity which is to merge or consolidate;
(2) That an agreement of merger or consolidation has been approved and executed
by each statutory trust and other business entity which is to merge or consolidate;
(3) The name of the surviving or resulting statutory trust or other business entity;
(4) The effective date of the merger or consolidation if later than the date of filing
of the certificate of merger or consolidation;
(5) That the executed agreement of merger or consolidation is on file at a principal
place of business of the surviving or resulting statutory trust or other business entity
and the address thereof;
(6) That a copy of the agreement of merger or consolidation will be furnished by
the surviving or resulting statutory trust or other business entity, on request and without
cost, to any beneficial owner of any statutory trust or any person holding an interest in
any other business entity which is to merge or consolidate; and
(7) If the surviving or resulting entity is not a statutory trust or other business entity
formed or organized or existing under the laws of this state, a statement that such surviving or resulting statutory trust or other business entity agrees that it may be served with
process in this state in any action, suit or proceeding for the enforcement of any obligation
of any statutory trust which is to merge or consolidate, irrevocably appointing the Secretary of the State as its agent to accept service of process in any such action, suit or
proceeding and specifying the address to which a copy of such process shall be mailed
to it by the Secretary of the State. In the event of service under this subsection upon the
Secretary of the State, the plaintiff in any such action, suit or proceeding shall furnish
the Secretary of the State with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect
to furnish, together with copies of such process as required by the Secretary of the State,
and the Secretary of the State shall notify such surviving or resulting statutory trust or
other business entity thereof at all such addresses furnished by the plaintiff by letter,
certified mail, return receipt requested. Such letter shall enclose a copy of the process
and any other papers served upon the Secretary of the State. It shall be the duty of the
plaintiff in the event of such service to serve process and any other papers in duplicate,
to notify the Secretary of the State that service is being made pursuant to this subsection,
and to pay the Secretary of the State the sum of twenty-five dollars for use of the state,
which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall
prevail therein. The Secretary of the State shall maintain an alphabetical record of any
such process setting forth the name of the plaintiff and defendant, the title, docket number
and nature of the proceedings in which process has been served upon the Secretary of
the State, the return date thereof and the day and hour when the service was made. The
Secretary of the State shall not be required to retain such information for a period longer
than five years from the date of receipt of the service of process.
(c) Any failure to file a certificate of merger or consolidation in connection with a
merger or consolidation which was effective prior to October 1, 1997, shall not affect
the validity or effectiveness of any such merger or consolidation.
(d) Unless a future effective date or time is provided in a certificate of merger or
consolidation, in which event a merger or consolidation shall be effective at any such
future effective date or time, a merger or consolidation shall be effective upon the filing
in the office of the Secretary of the State of a certificate of merger or consolidation.
(e) A certificate of merger or consolidation shall act as a certificate of cancellation
for a statutory trust which is not the surviving or resulting entity in the merger or consolidation.
(f) (1) Notwithstanding anything to the contrary contained in the governing instrument of a statutory trust, a governing instrument of a statutory trust containing a specific
reference to this subsection may provide that an agreement of merger or consolidation
approved in accordance with subsection (a) of this section may: (A) Effect any amendment to the governing instrument of the statutory trust; or (B) effect the adoption of a
new governing instrument of the statutory trust if it is the surviving or resulting statutory
trust in the merger or consolidation.
(2) Any amendment to the governing instrument of a statutory trust or adoption of
a new governing instrument of the statutory trust made pursuant to subdivision (1) of
this subsection shall be effective on the effective date of the merger or consolidation.
The provisions of this subsection shall not be construed to limit the accomplishment of
a merger or consolidation or of any of the matters referred to herein by any other means
provided for in the governing instrument of a statutory trust or other agreement or as
otherwise permitted by law, including that the governing instrument of any constituent
statutory trust to the merger or consolidation, including a statutory trust formed for the
purpose of consummating a merger or consolidation, shall be the governing instrument
of the surviving or resulting statutory trust.
(g) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of this state, all of the rights, privileges and powers of
each of the statutory trusts and other business entities that have merged or consolidated,
and all property, real, personal and mixed, and all debts due to any of such statutory
trusts and other business entities, as well as all other things and causes of action belonging
to each of such statutory trusts and other business entities, shall be vested in the surviving
or resulting statutory trust or other business entity, and shall thereafter be the property
of the surviving or resulting statutory trust or other business entity as they were of each
of the statutory trusts and other business entities that have merged or consolidated, and
the title to any real property vested by deed or otherwise, under the laws of this state,
in any of such statutory trusts and other business entities, shall not revert or be in any
way impaired by reason of sections 34-500 to 34-547, inclusive; but all rights of creditors
and all liens upon any property of any of such statutory trusts and other business entities
shall be preserved unimpaired, and all debts, liabilities and duties of each of such statutory trusts and other business entities that have merged or consolidated shall thenceforth
attach to the surviving or resulting statutory trust or other business entity and may be
enforced against it to the same extent as if such debts, liabilities and duties had been
incurred or contracted by it.
(P.A. 96-271, S. 235, 254; P.A. 01-84, S. 2, 26.)
History: P.A. 96-271 effective October 1, 1997; P.A. 01-84 amended Subsec. (b) to specify that the fee a plaintiff is
required to pay to the Secretary of the State when said secretary has been appointed agent for service of process is twenty-five dollars and to make a technical change for purposes of gender neutrality, effective July 1, 2001.
Sec. 34-522. Derivative actions. (a) A beneficial owner may bring an action in
the Superior Court in the right of a statutory trust to recover a judgment in its favor if
trustees with authority to do so have refused to bring the action or if an effort to cause
such trustees to bring the action is not likely to succeed.
(b) A beneficial owner may not commence or maintain a derivative action unless
the beneficial owner is a beneficial owner at the time of bringing the action and the
beneficial owner (1) was a beneficial owner at the time of the transaction of which the
beneficial owner complains or became a beneficial owner through transfer by operation
of law or pursuant to the terms of the governing instrument of the statutory trust from
a person who was a beneficial owner at the time of the transaction, and (2) fairly and
adequately represents the interests of the statutory trust in enforcing the right of the
statutory trust.
(c) In a derivative action, the complaint shall set forth with particularity the effort,
if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for
not making the effort.
(d) If a derivative action is successful, in whole or in part, or if anything is received
by a statutory trust as a result of a judgment, compromise or settlement of any such
action, the court may award the plaintiff reasonable expenses, including reasonable
attorneys' fees. If anything is so received by the plaintiff, the court shall make such
award of plaintiff's expenses payable out of such proceeds and direct plaintiff to remit
to the statutory trust the remainder thereof, and if such proceeds are insufficient to
reimburse plaintiff's reasonable expenses, the court may direct that any such award of
plaintiff's expenses or a portion thereof be paid by the statutory trust.
(e) A beneficial owner's right to bring a derivative action may be subject to such
additional standards and restrictions, if any, as are set forth in the governing instrument of
the statutory trust, including, without limitation, the requirement that beneficial owners
owning a specified beneficial interest in the statutory trust join in the bringing of the
derivative action.
(f) A derivative action may not be discontinued or settled without the court's approval.
(P.A. 96-271, S. 236, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-523. Liability of beneficial owners, trustees, officers, employees and
managers. (a) Except to the extent otherwise provided in the governing instrument of
the statutory trust, the beneficial owners of a statutory trust shall be entitled to the same
limitation of personal liability extended to shareholders of domestic corporations.
(b) Except to the extent otherwise provided in the governing instrument of a statutory trust, a trustee, when acting in such capacity, shall not be personally liable to any
person other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee thereof.
(c) Except to the extent otherwise provided in the governing instrument of a statutory trust, an officer, employee, manager or other person acting pursuant to subdivision
(7) of subsection (b) of section 34-517, when acting in such capacity, shall not be personally liable to any person other than the statutory trust or a beneficial owner for any act,
omission or obligation of the statutory trust or any trustee thereof.
(P.A. 96-271, S. 223, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-524. Indemnification. (a) Subject to such standards and restrictions, if
any, as are set forth in the governing instrument of a statutory trust, a statutory trust
shall have the power to indemnify and hold harmless any trustee or beneficial owner or
other person from and against any and all claims and demands whatsoever.
(b) The absence of a provision for indemnity in the governing instrument of a statutory trust shall not be construed to deprive any trustee or beneficial owner or other person
of any right to indemnity which is otherwise available to such person under the laws of
this state.
(P.A. 96-271, S. 237, 254.)
History: P.A. 96-271 effective October 1, 1997.
Secs. 34-525 to 34-529. Reserved for future use.
Sec. 34-530. Governing law. Subject to the Constitution of this state, the laws of
the state or other jurisdictions under which a foreign statutory trust is organized shall
govern its organization and internal affairs. A foreign statutory trust may not be denied
registration by reason of any difference between those laws and the laws of this state.
(P.A. 96-271, S. 238, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-531. Registration with Secretary of the State. Before transacting business in this state, a foreign statutory trust shall register with the Secretary of the State.
In order to register, a foreign statutory trust shall submit to the Secretary of the State an
original signed copy of an application for registration as a foreign statutory trust executed
by a person with authority to do so under the laws of the state or other jurisdiction of
its formation. The application shall set forth: (1) The name of the foreign statutory trust
and, if different, the name under which it proposes to transact business in this state; (2)
the state or other jurisdiction where formed, and date of its organization; (3) the name
and address of the agent in this state for service of process on the foreign statutory trust
required to be maintained by section 34-532 and an acceptance of such appointment
signed by the agent appointed if other than the Secretary of the State; (4) the address of
the office required to be maintained in the state or other jurisdiction of its organization
by the laws of that state or jurisdiction or, if not so required, of the principal office of
the foreign statutory trust; (5) a representation that the foreign statutory trust is a "foreign
statutory trust" as defined in subdivision (3) of section 34-501; and (6) the character of
the business which the statutory trust intends to transact in this state.
(P.A. 96-271, S. 239, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-532. Appointment of agent for service of process. (a) Each foreign statutory trust shall, before transacting business in this state, appoint in writing an agent upon
whom all process, in any action or proceeding against it, may be served, and by such
appointment the foreign statutory trust shall agree that any process against it which is
served on such agent shall be of the same legal force and validity as if served on the
foreign statutory trust in this state.
(b) A foreign statutory trust's agent for service upon whom process may be served
shall be: (1) The Secretary of the State and his successors in office; (2) a natural person
who is a resident of this state; (3) a domestic corporation; (4) a corporation not organized
under the laws of this state which has procured a certificate of authority to transact
business or conduct its affairs in this state; (5) a domestic limited liability company; (6)
a limited liability company not organized under the laws of this state which has procured
a certificate of registration to transact business or conduct its affairs in this state; (7) a
domestic registered limited liability partnership; (8) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of
authority to transact business or conduct its affairs in this state; (9) a domestic statutory
trust; or (10) a foreign statutory trust which has procured a certificate of registration to
transact business or conduct its affairs in this state.
(c) A foreign statutory trust's appointment of the Secretary of the State and his
successors in office as its initial agent upon whom process may be served shall be
included in the application for registration as provided in section 34-531. A subsequent
appointment of the Secretary of the State and his successors in office as a foreign statutory trust's agent upon whom process may be served shall be filed in the office of the
Secretary of the State in such form as the secretary shall prescribe.
(d) A foreign statutory trust's appointment of a natural person or an entity set forth
in subdivisions (2) to (10), inclusive, of subsection (b) of this section as its initial agent
upon whom process may be served shall be included in the application for registration
as provided in section 34-531. A foreign statutory trust's subsequent appointment of
any such natural person or entity as its agent upon whom process may be served shall
be filed with the Secretary of the State in such form as the secretary shall prescribe
setting forth: (1) The name of the foreign statutory trust; (2) the name of such agent;
(3) a statement of acceptance by the statutory agent therein appointed; and (4) if such
agent is a natural person, the business and residence addresses thereof; if such agent is
an entity organized under the laws of this state, the address of the principal office thereof;
if such agent is an entity not organized under the laws of this state, the address of the
principal office thereof in this state. In each case, the address shall include the street
and number or other particular designation. All subsequent written appointments filed
with the Secretary of the State shall be signed by a trustee of the foreign statutory trust
and, if other than the Secretary of the State, by the statutory agent therein appointed.
(e) If an agent dies, dissolves, removes from the state or resigns, the foreign statutory
trust shall forthwith appoint another agent upon whom process may be served. If such
agent changes his or its address within the state from that appearing upon the records
in the office of the Secretary of the State, the foreign statutory trust or agent shall forthwith file with the Secretary of the State a signed statement in duplicate to that effect.
The Secretary of the State shall forthwith file one copy and mail the other copy of such
statement, together with notice that as a result of the failure to comply with this section,
the authority to transact business in this state of such foreign statutory trust shall be
deemed to have been revoked, by certified mail, to the foreign statutory trust at the office
designated in the application for registration filed pursuant to section 34-531. Upon the
expiration of one hundred twenty days after the mailing of such notice, the resignation
shall be effective and the authority of the foreign statutory trust to transact business in
this state shall be revoked unless a new agent has been appointed as provided in this
section within such one-hundred-twenty-day period. A foreign statutory trust may revoke the appointment of an agent upon whom process may be served by making a new
appointment as provided in this section and any new appointment so made revokes all
appointments theretofore made.
(f) Whenever a foreign statutory trust fails to comply with this section, the authority
of such foreign statutory trust shall be deemed to have been revoked.
(P.A. 96-271, S. 240, 254; P.A. 04-240, S. 22.)
History: P.A. 96-271 effective October 1, 1997; P.A. 04-240 amended Subsec. (b) by making technical changes, revising
Subdivs. (3) and (4) re corporations as agents for service, adding new Subdiv. (5) and redesignating existing Subdiv. (5)
as Subdiv. (6) re limited liability companies as agents for service and adding Subdivs. (7) to (10) re registered limited
liability partnerships and statutory trusts as agents for service, amended Subsec. (d) by making conforming changes re
entities set forth in Subsec. (b) and making technical changes and amended Subsecs. (e) and (f) by making technical
changes.
Sec. 34-533. Service of process on statutory agent. (a) Any process, notice or
demand in connection with any action or proceeding required or permitted by law to be
served upon a foreign statutory trust authorized to transact business in this state which
is subject to the provisions of section 34-532 may be served upon the foreign statutory
trust's statutory agent for service by any proper officer or other person lawfully empowered to make service.
(b) A foreign statutory trust's agent upon whom process may be served shall be as
follows: When the Secretary of the State and his successors have been appointed such
statutory trust's agent for service of process, by leaving two true and attested copies
thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mails, by registered or certified mail, postage prepaid,
addressed to said office. The Secretary of the State shall file one copy of such process
and keep a record of the date and hour of such receipt, and, within two business days
after such service, forward by registered or certified mail the other copy of such process
to the statutory trust at the address of the office designated in the application for registration filed pursuant to section 34-532. Service so made shall be effective as of the date
and hour received by the Secretary of the State as shown on his records. If it appears
from the records of the Secretary of the State that such a foreign statutory trust has failed
to appoint or maintain a statutory agent for service, or if it appears by affidavit attached
to the process, notice or demand of the officer or other proper person directed to serve
any process, notice or demand upon such a foreign statutory trust's statutory agent for
service appearing on the records of the Secretary of the State that such agent cannot,
with reasonable diligence, be found, service of such process, notice or demand on such
foreign statutory trust may, when timely made, be made by such officer or other proper
person by: (1) Leaving a true and attested copy thereof together with the required fee
at the office of the Secretary of the State or depositing the same in the United States
mails, by registered or certified mail, postage prepaid, addressed to said office; and (2)
depositing in the United States mails, by registered or certified mail, postage prepaid,
a true and attested copy thereof, together with a statement by such officer that service
is being made pursuant to this section, addressed to such foreign statutory trust at the
address of the office designated in the certificate of trust in the state of formation as
shown on the records of such state.
(c) The Secretary of the State shall file the copy of each process, notice or demand
received by him as provided in subsection (b) of this section, and keep a record of the
day and hour of such receipt. Service made as provided in this section shall be effective
as of such day and hour.
(d) Nothing contained in this section shall limit or affect the right to serve any
process, notice or demand required or permitted by law to be served upon a statutory
trust in any other manner permitted by law.
(P.A. 96-271, S. 241, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-534. Issuance of registration. (a) If the Secretary of the State finds that
an application for registration conforms to the filing provisions of sections 34-500 to
34-547, inclusive, and all requisite fees have been paid, he shall: (1) Endorse on each
signed original of the application the word "Filed", and the date and time of its acceptance
for filing; (2) retain the signed original in his files; and (3) issue a certificate of registration to transact business in this state.
(b) If the Secretary of the State determines that the documents do not conform to
the filing provisions of sections 34-500 to 34-547, inclusive, or are not accompanied
by all fees required by law, the documents shall not be filed and the Secretary of the
State shall return the documents to the person originally submitting them.
(P.A. 96-271, S. 242, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-535. Name. The Secretary of the State shall not issue a registration to, or
file any documents submitted by, any foreign statutory trust unless (1) such foreign
statutory trust's name complies with the provisions of section 34-506; or (2) the foreign
statutory trust adds to its name in its application for registration to transact business in
this state, and agrees in such application to use in this state, exclusive of any other name,
a distinctive and distinguishing element, which in the judgment of the Secretary of the
State will be sufficient to distinguish its name upon the records of the Secretary of the
State, in the manner required by subsection (a) of section 34-506; or (3) the foreign
statutory trust has obtained permission to use in this state a name that does not otherwise
meet the requirements of subsection (a) of section 34-506 in the form of a written consent,
executed and filed as provided in section 34-504, from each person or statutory trust
which has reserved or is properly using in this state a name that is not such as can be
distinguished from the name of the foreign statutory trust and agrees in such application
to use in this state exclusive of any other name, a distinctive and distinguishing element,
which in the judgment of the Secretary of the State will be sufficient to distinguish its
name, upon the records of the Secretary of the State, in the manner required by subsection
(a) of section 34-506; or (4) the foreign statutory trust chooses to transact business in
this state using a name that is different from the name under which it is organized and
such name complies with section 34-506.
(P.A. 96-271, S. 243, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-536. Amendment of application for registration. (a) The application for
registration of a foreign statutory trust may be amended by filing articles of amendment
with the Secretary of the State signed by a person with authority to do so under the laws
of the state or other jurisdiction of its organization in the same manner as the original
application for registration. The articles of amendment shall set forth: (1) The name of
the statutory trust; and (2) the amendment to the application for registration.
(b) The application for registration may be amended in any way, provided the application for registration as amended contains only provisions that may be contained lawfully in an application at the time of making the amendment.
(P.A. 96-271, S. 244, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-537. Cancellation of registration. (a) A foreign statutory trust authorized
to transact business in this state may cancel its registration upon procuring from the
Secretary of the State a certificate of cancellation. In order to procure such certificate,
the foreign statutory trust shall deliver to the Secretary of the State an application for
cancellation, which shall set forth: (1) The name of the foreign statutory trust and the
state or other jurisdiction under the laws of which it is organized; (2) that the foreign
statutory trust is not transacting business in this state; (3) that the foreign statutory trust
surrenders its certificate of registration to transact business in this state; (4) that the
foreign statutory trust revokes the authority of its statutory agent for service of process
in this state and consents that service of process in any action, suit or proceeding based
upon any cause of action arising in this state during the time the foreign statutory trust
was authorized to transact business in this state may thereafter be made on such foreign
statutory trust by service thereof upon the Secretary of the State; and (5) an address to
which a person may mail a copy of any process against the foreign statutory trust.
(b) The application for cancellation shall be in the form and manner designated by
the Secretary of the State and shall be executed by the foreign statutory trust by a person
with authority to do so under the laws of the state or other jurisdiction of its organization,
or, if the foreign statutory trust is in the hands of a receiver or trustee or other court
appointed fiduciary, by such receiver, trustee or fiduciary.
(c) A cancellation does not terminate the authority of the Secretary of the State to
accept service of process on the foreign statutory trust with respect to causes of action
arising out of the transaction of business in this state.
(P.A. 96-271, S. 245, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-538. Revocation of certificate of registration. (a) The certificate of registration of a foreign statutory trust to transact business in this state may be revoked by
the Secretary of the State upon the conditions provided in this section when: (1) The
statutory trust has failed to file its annual report with the Secretary of the State; (2) a
wilful misrepresentation has been made of any material matter in any application, report,
affidavit or other document, submitted by such statutory trust pursuant to sections 34-500 to 34-547, inclusive; or (3) the statutory trust is exceeding the authority conferred
upon it by said sections.
(b) (1) On the happening of the events set out in subdivision (1) of subsection (a)
of this section, the Secretary of the State shall revoke the certificate of registration of
such foreign statutory trust to transact business in this state. (2) On the happening of
the events set out in subdivision (2) or (3) of subsection (a) of this section, the Secretary
of the State shall give not less than twenty days written notice to the foreign statutory
trust that said secretary intends to revoke the certificate of registration of such foreign
statutory trust for one of said causes, specifying the same. Such notice shall be given
by registered or certified mail addressed to the statutory trust at its address as last shown
on the records of the Secretary of the State. If, before expiration of the time set forth in
the notice, the statutory trust establishes to the satisfaction of the Secretary of the State
that the stated cause for the revocation of its certificate of registration did not exist at
the time the notice was mailed or, if it did exist at said time, has been cured, the Secretary
of the State shall take no further action. Otherwise, on the expiration of the time stated
in the notice, said secretary shall revoke the certificate of registration of such foreign
statutory trust to transact business in this state.
(c) Upon revoking the certificate of registration of any statutory trust, the Secretary
of the State shall file a certificate of revocation in his office and mail a copy thereof to
such statutory trust at its address as last shown on said secretary's records. The filing
of such certificate shall cause the authority of a statutory trust to transact business in
this state to cease. Notwithstanding the filing of the certificate of revocation, the appointment by a foreign statutory trust of an attorney upon whom process may be served shall
continue in force as long as any liability remains outstanding against the foreign statutory
trust in this state.
(P.A. 96-271, S. 246, 254.)
History: P.A. 96-271 effective October 1, 1997.
Sec. 34-539. Transaction of business without registration. (a) A foreign statutory trust transacting business in this state may not maintain an action, suit or proceeding
in a court of this state until it has registered in this state.
(b) The failure of a foreign statutory trust to register in this state does not: (1) Impair
the validity of any contract or act of the foreign statutory trust; (2) affect the right of
any other party to the contract to maintain any action, suit or proceeding on the contract;
or (3) prevent the foreign statutory trust from defending any action, suit or proceeding
in any court of this state.
(c) A foreign statutory trust, by transacting business in this state without a certificate
of registration, appoints the Secretary of the State as its agent for service of process with
respect to a cause of action arising out of the transaction of business in this state.
(d) A foreign statutory trust which transacts business in this state without a valid
certificate of registration shall be liable to this state, for each year or part thereof during
which it transacted business in this state without such certificate, in an amount equal
to: (1) All fees and taxes which would have been imposed by law upon such statutory
trust had it duly applied for and received such registration to transact business in this
state and (2) all interest and penalties imposed by law for failure to pay such fees and
taxes. A foreign statutory trust is further liable to this state, for each month or part thereof
during which it transacted business without a valid certificate of registration, in an
amount equal to one hundred sixty-five dollars, except that a foreign statutory trust
which has registered with the Secretary of the State not later than ninety days after it
has commenced transacting business in this state shall not be liable for such monthly
penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney
General may bring proceedings to recover all amounts due this state under the provisions
of this subsection.
(e) The civil penalty set forth in subsection (d) of this section may be recovered in
an action brought by the Attorney General. Upon a finding by the court that a foreign
statutory trust has transacted business in this state in violation of sections 34-500 to 34-547, inclusive, the court shall, in addition to imposing a civil penalty, issue an injunction
restraining further transaction of business by the foreign statutory trust and the further
exercise of any rights and privileges of a statutory trust in this state. The foreign statutory
trust shall be enjoined from transacting business in this state until all civil penalties,
plus any interest and court costs which the court may assess, have been paid and until
the foreign statutory trust has otherwise complied with the provisions of said sections.
(f) A beneficiary of a foreign statutory trust is not liable for the debts and obligations
of the statutory trust because that statutory trust transacted business in this state without
a valid certificate of registration.
(P.A. 96-271, S. 247, 254; P.A. 97-228, S. 6, 7; P.A. 98-137, S. 25, 62; 98-219, S. 33, 34.)
History: P.A. 96-271 effective October 1, 1997; P.A. 97-228 amended Subsec. (d) to delete former Subdiv. (1) re penalty
of two thousand dollars for each year or part thereof during which a foreign statutory trust transacts business without a
certificate of registration, renumbering remaining Subdivs. accordingly, replace said annual penalty with a penalty of one
hundred sixty-five dollars for each month or part thereof that a foreign statutory trust transacts business without a certificate
of registration and rephrase provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (d) to revise
provision re grace period by providing that a foreign statutory trust is not liable for the monthly penalty if it has registered
"not later than ninety days after it has commenced transacting" business in this state rather than not being liable "for the
first three months or part thereof during which it transacted business without such certificate", effective July 1, 1998; P.A.
98-219 revised effective date of P.A. 98-137, but without affecting this section.
Sec. 34-540. Activities not constituting transacting business in this state. (a)
Any foreign statutory trust may purchase, hold, mortgage, lease, sell and convey real
and personal property in this state for its lawful uses and purposes, and may hold such
property as it may acquire by foreclosure or otherwise in payment of debts due such
statutory trust without such action constituting transacting business in this state for the
purposes of sections 34-500 to 34-547, inclusive.
(b) Without excluding other activities which may not constitute transacting business
in this state, a foreign statutory trust shall not be considered to be transacting business
in this state, for the purposes of sections 34-500 to 34-547, inclusive, by reason of
carrying on in this state any one or more of the following activities: (1) Maintaining,
defending or settling any proceeding; (2) holding meetings of its trustees or beneficiaries
or carrying on any other activities concerning its internal affairs; (3) maintaining bank
accounts; (4) maintaining offices or agencies for the transfer, exchange and registration
of the foreign statutory trust's own securities or maintaining trustees or depositaries with
respect to those securities; (5) selling through independent contractors; (6) soliciting or
obtaining orders, whether by mail or through employees or agents or otherwise, if the
orders require acceptance outside this state before they become contracts; (7) creating
or acquiring indebtedness, mortgages and security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages and security interests in property
securing the debts; (9) voting securities or other equity ownership interests owned by
the foreign statutory trust; (10) conducting an isolated transaction that is complete within
thirty days and that is not one in the course of repeated transactions of a like nature; or
(11) transacting business in interstate commerce.
(c) A foreign statutory trust shall not be considered to be transacting business solely
because it: (1) Owns a controlling interest in a corporation or foreign corporation that
is transacting business in this state; (2) is a limited partner of a limited partnership or
foreign limited partnership that is transacting business in this state; or (3) is a member
or manager of a limited liability company or foreign limited liability company that is
transacting business in this state.
(d) This section does not apply in determining the contacts or activities that may
subject a foreign statutory trust to service of process or taxation in this state or to regulation under any other law of this state.
(P.A. 96-271, S. 248, 254.)
History: P.A. 96-271 effective October 1, 1997.