CHAPTER 615
STATUTORY TRUSTS

      Sec. 34-500. Short title: Connecticut Statutory Trust Act. Sections 34-500 to 34-547, inclusive, shall be known and may be cited as the "Connecticut Statutory Trust Act".

      (P.A. 96-271, S. 219, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-501. Definitions. For purposes of sections 34-500 to 34-547, inclusive:

      (1) "Beneficial owner" means any owner of a beneficial interest in a statutory trust. Beneficial ownership shall be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in accordance with the applicable provisions of the governing instrument of the statutory trust.

      (2) "Statutory trust" or "domestic statutory trust" means an unincorporated association which (A) is created by a trust instrument under which property is or will be held, managed, administered, controlled, invested, reinvested or operated, or business or professional activities are carried on or will be carried on, by a trustee or trustees for the benefit of such person or persons as are or may become entitled to a beneficial interest in the trust property, including but not limited to a trust of the type known at common law as a "business trust" or "Massachusetts trust" or "grantor trust", or a trust qualifying as a real estate investment trust under Section 856 et seq., of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, or a trust qualifying as a real estate mortgage investment conduit under Section 860D of the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended, and (B) files a certificate of trust pursuant to section 34-503. Any such association organized before or after October 1, 1997, shall be a statutory trust and a separate legal entity.

      (3) "Foreign statutory trust" means any business trust, association or similar entity which is not organized under the laws of this state.

      (4) "Governing instrument" means a trust instrument which creates a statutory trust and provides for the governance of the affairs of the statutory trust and the conduct of its business. A governing instrument: (A) May provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest; and (B) may consist of one or more agreements, instruments or other writings and may refer to or incorporate bylaws containing provisions relating to the business of the statutory trust, the conduct of its affairs and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees.

      (5) "Other business entity" means a corporation, a limited liability company, a general or limited partnership, a limited liability partnership, a common law trust or any other unincorporated business.

      (6) "Person" means a natural person, partnership, limited partnership, limited liability partnership, limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

      (7) "Trustee" means the person or persons appointed as a trustee in accordance with the governing instrument of a statutory trust and may include one or more of the beneficial owners of the statutory trust.

      (P.A. 96-271, S. 221, 254; P.A. 98-137, S. 31, 62; 98-219, S. 33, 34.)

      History: P.A. 96-271 effective October 1, 1997; P.A. 98-137 amended definition of "statutory trust" to delete provision re the purposes for which a statutory trust may be organized, said provision being reenacted as Sec. 34-502a by same public act, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

      Sec. 34-502. Authorization of statutory trust. Applicability to common law business trusts. Governing law. (a) A statutory trust is hereby declared to be a permitted form of association for the conduct of business in this state, provided the provisions of sections 34-500 to 34-547, inclusive, are complied with, except that nothing contained in said sections shall be construed to limit, prohibit or invalidate the existence, acts or obligations of any common law business trust created or doing business in this state before or after October 1, 1997. Common law business trusts created before or after October 1, 1997, may elect to be governed by the provisions of said sections upon the filing of a certificate of trust, provided, a common law business trust created before October 1, 1997, shall not be governed by the provisions of said sections to the extent of any inconsistent provisions contained in its governing instrument and not thereafter modified by amendment.

      (b) The laws of this state shall govern the organization and internal affairs of all domestic statutory trusts.

      (P.A. 96-271, S. 220, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-502a. Purposes of statutory trust. A statutory trust may be organized to carry on any lawful business or activity, whether or not conducted for profit, and for any lawful purpose, including, without limitation, holding or otherwise taking title to property, whether in an active, passive or custodial capacity.

      (P.A. 98-137, S. 32, 62; 98-219, S. 33, 34.)

      History: P.A. 98-137, a reenactment of a former provision of Sec. 34-501(2), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

      Sec. 34-502b. Powers and liabilities of statutory trust. A statutory trust shall have the power to sue and be sued in its own name. In furtherance of the foregoing, a statutory trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the performance of their respective duties under the governing instrument of the statutory trust, and for any damages to persons or property resulting from the negligence of such trustees or agents acting in the performance of such respective duties. The property of a statutory trust shall be subject to attachment and execution as if it were a domestic corporation. Notwithstanding the foregoing provisions of this section, in the event that the governing instrument of a statutory trust, including a statutory trust which is a registered investment company under the Investment Company Act of 1940, as amended, 15 USC Sections 80a-1 et seq., creates one or more series as provided in subdivision (2) of subsection (b) of section 34-517 and (1) separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the assets of the statutory trust, or any other series thereof, (2) the governing instrument so provides, and (3) notice of the limitation on liabilities of series as referenced in this sentence is set forth in the certificate of trust of the statutory trust, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only and not against the assets of the statutory trust generally.

      (P.A. 98-137, S. 35, 62; 98-219, S. 33, 34.)

      History: P.A. 98-137, a reenactment of former Sec. 34-508(a), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

      Sec. 34-503. Certificate of trust. (a) Every statutory trust shall file the original, signed copy of its certificate of trust with the office of the Secretary of the State. The certificate of trust shall set forth:

      (1) A name of the statutory trust that satisfies the requirements of section 34-506;

      (2) The future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate;

      (3) The principal office address of the statutory trust;

      (4) The appointment of a statutory agent for service of process, as required by section 34-507; and

      (5) Any other information the trustees determine to include therein.

      (b) (1) A certificate of trust may be amended by filing a certificate of amendment thereto with the office of the Secretary of the State. The certificate of amendment shall set forth: (A) The name of the statutory trust; (B) the date of filing of the original certificate of trust; (C) the amendment to the certificate; and (D) the future effective date, which shall be a date certain, of effectiveness of the certificate if it is not to be effective upon the filing of the certificate.

      (2) A certificate of trust may be amended at any time for any purpose as the trustees may determine, provided the certificate of trust as amended contains those provisions that are required by law to be contained in a certificate of trust at the time of making the amendment.

      (c) (1) A certificate of trust may be restated by integrating into a single instrument all of the provisions of the certificate of trust which are then in effect and operative as a result of there having been theretofore filed one or more certificates of amendment pursuant to subsection (b) of this section, and the certificate of trust may be amended or further amended by the filing of a restated certificate of trust. The restated certificate of trust shall be specifically designated as such in its heading and shall set forth: (A) The present name of the statutory trust and, if it has been changed, the name under which the statutory trust was originally formed; (B) the date of filing of the original certificate of trust; (C) the information required to be included pursuant to subsection (a) of this section; (D) the future effective date, which shall be a date certain, of effectiveness of the restated certificate of trust if it is not to be effective upon the filing of the restated certificate of trust; and (E) any other information the trustees determine to include therein.

      (2) A certificate of trust may be restated at any time for any purpose as the trustees may determine.

      (d) A certificate of trust shall be cancelled upon the completion of winding up of the statutory trust and its termination. A certificate of cancellation shall be filed in the office of the Secretary of the State and set forth: (1) The name of the statutory trust; (2) the date of filing of the original certificate of trust; (3) the reason for filing the certificate of cancellation; (4) the future effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the trustees determine to include therein.

      (e) Unless the office of the Secretary of the State determines that a document filed with it pursuant to this section does not conform to law, it shall, when all required filing fees have been paid, endorse on each signed original of such document the word "Filed" and the date and time of its acceptance for filing and retain the original in its files.

      (P.A. 96-271, S. 230, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-504. Execution of certificates. (a) Each certificate required by sections 34-500 to 34-547, inclusive, to be filed in the office of the Secretary of the State shall be executed in the following manner:

      (1) A certificate of trust shall be signed by all of the trustees;

      (2) A certificate of amendment or a restated certificate of trust shall be signed by at least one of the trustees;

      (3) A certificate of cancellation shall be signed by all of the trustees or as otherwise provided in the governing instrument of the statutory trust; and

      (4) If a statutory trust is filing a certificate of merger or consolidation, the certificate of merger or consolidation shall be signed by all of the trustees or as otherwise provided in the governing instrument of the statutory trust or, if the certificate of merger or consolidation is being filed by another business entity, the certificate of merger or consolidation shall be signed by a person authorized to execute such instrument on behalf of such other business entity.

      (b) The execution of a certificate by a trustee constitutes an oath or affirmation, under the penalty of false statement, that, to the best of the trustee's knowledge and belief, the facts stated therein are true.

      (P.A. 96-271, S. 231, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-505. Effective time and date of certificate. Upon the filing of a certificate of trust with the Secretary of the State, or upon the future effective date or time of a certificate of trust as provided for therein, the certificate of trust shall be effective. Upon the filing of a certificate of amendment or a restated certificate of trust with the Secretary of the State, or upon the future effective date or time of a certificate of amendment or a restated certificate of trust as provided for therein, the certificate of trust shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation or a certificate of merger or consolidation which acts as a certificate of cancellation with the Secretary of the State, or upon the future effective date or time of a certificate of cancellation or a certificate of merger or consolidation which acts as a certificate of cancellation as provided for therein, the certificate of trust shall be cancelled.

      (P.A. 96-271, S. 232, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-506. Name of statutory trust. Reservation of name. (a) The name of each statutory trust as set forth in its certificate of trust shall be such as to distinguish it upon the records of the office of the Secretary of the State from: (1) The name of any corporation, limited partnership, limited liability company, limited liability partnership or statutory trust existing under the laws of this state; (2) the name of any foreign corporation, limited partnership, limited liability company, limited liability partnership or statutory trust authorized to transact business in this state; or (3) any name reserved under subsection (d) of this section or under section 33-656, 33-657, 34-13, 34-13a, 34-102, 34-103, 34-406 or 34-407.

      (b) The name of each statutory trust as set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person.

      (c) The name of each statutory trust as set forth in its certificate of trust shall contain one or more of the following words or abbreviations: "Statutory Trust", "Limited Liability Trust", "Limited", "LLT", "L.L.T.", or "Ltd.".

      (d) The exclusive right to the use of a name may be reserved by: (1) Any person intending to organize a statutory trust and to adopt that name; (2) any statutory trust intending to register in this state and to adopt that name; (3) any foreign statutory trust intending to register in this state and to adopt that name; or (4) any person intending to organize a foreign statutory trust and to have it register in this state and to adopt that name.

      (e) The reservation shall be made by filing with the Secretary of the State an application, executed by the applicant, together with the applicable fee. If the office of the Secretary of the State finds that the name is available for use by a domestic or foreign statutory trust, it shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days counting the date of such filing as the first day of the one hundred twenty days. The holder of a reserved statutory trust name may renew the reservation for successive periods of one hundred twenty days each from the date of such renewal. The right to the exclusive use of a reserved name may be transferred to any other person by filing with the office of the Secretary of the State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The transfer shall not extend the term during which the name is reserved. Any person for whom a specified statutory trust name has been reserved, or a transferee of such person, may, during the period for which such name is reserved, terminate such reservation by filing with the office of the Secretary of the State an application for cancellation of reservation of statutory trust name, executed by the applicant, together with the applicable fee.

      (f) A fee as set forth in subdivision (1) of subsection (a) of section 34-509 shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.

      (P.A. 96-271, S. 234, 254; P.A. 98-137, S. 20, 62; 98-219, S. 33, 34; P.A. 00-196, S. 21.)

      History: P.A. 96-271 effective October 1, 1997; P.A. 98-137 amended Subsec. (c) to delete "ST" and "S.T." as authorized designations, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 00-196 added "or abbreviations" in Subsec. (c).

      Sec. 34-507. Appointment of statutory agent for service of process. (a) Each statutory trust shall have and maintain a statutory agent for service in this state, as provided in this section. A statutory agent for service shall be: (1) A natural person who is a resident of this state; (2) a domestic corporation; (3) a corporation 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; (4) a domestic limited liability company; (5) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (6) a domestic registered limited liability partnership; (7) 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; (8) a domestic statutory trust; or (9) a foreign statutory trust which has procured a certificate of registration to transact business or conduct its affairs in this state.

      (b) A statutory trust's statutory agent for service shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the statutory trust; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence addresses thereof; if the statutory agent is an entity organized under the laws of this state, the address of the principal office thereof; if the statutory agent is an entity not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

      (c) If a statutory agent for service dies, dissolves, removes from the state or resigns, the statutory trust shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the statutory trust shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing 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 the statement to the statutory trust at its principal office. Upon expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. The Secretary of the State shall be the statutory agent for service during such periods of time when the statutory trust has no other statutory agent for service in this state. A statutory trust may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.

      (P.A. 96-271, S. 227, 254; P.A. 98-137, S. 33, 62; 98-219, S. 33, 34; P.A. 04-240, S. 21.)

      History: P.A. 96-271 effective October 1, 1997; P.A. 98-137 deleted former Subsec. (a) re residence or principal place of business of a trustee, said provision being reenacted as part of Sec. 34-508(a) by same public act, and redesignated the remaining Subsecs. accordingly, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 04-240 amended Subsec. (a) by making a technical change, revising Subdivs. (2) and (3) re corporations as agents for service and adding Subdivs. (4) to (9) re limited liability companies, registered limited liability partnerships and statutory trusts as agents for service and amended Subsec. (b) by making conforming changes re entity as agent for service and making a technical change.

      Sec. 34-508. Service of process. (a) A trustee of a statutory trust may be served with process in all civil actions or proceedings brought in this state involving or relating to the activities of the statutory trust or a violation by a trustee of a duty to the statutory trust or to any beneficial owner, whether or not the trustee is a trustee at the time suit is commenced. Every resident or nonresident of this state who accepts election or appointment or serves as a trustee of a statutory trust shall, by such acceptance or service, be deemed thereby to have consented to the appointment of the statutory agent of such statutory trust required by section 34-507 or, if there is none, the Secretary of the State, as such person's agent upon whom service of process may be made, as provided in this section. Such acceptance or service shall signal the consent of such trustee that any process when so served shall be of the same legal force and validity as if served upon such trustee within this state and such appointment of such statutory agent or, if there is none, the Secretary of the State, shall be irrevocable. No trustee of a statutory trust shall be required to be a resident of, or have a principal place of business in, this state.

      (b) Any process, notice or demand in connection with any action or proceeding required or permitted by law to be served upon a statutory trust may be served upon the statutory trust's statutory agent for service by any proper officer or other person lawfully empowered to make service.

      (c) If it appears from the records of the Secretary of the State that a statutory trust has failed to appoint or maintain a statutory agent for service, or if it appears by affidavit endorsed on the return of the officer or other proper person directed to serve any process, notice or demand upon such 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 at the address shown on such records as the agent's address, service of such process, notice or demand on such 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 such 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 statutory trust at its principal office.

      (d) The Secretary of the State shall file the copy of each process, notice or demand received by him as provided in subsection (c) 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.

      (e) In the governing instrument of the statutory trust or other writing, a trustee may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of, or the exclusivity of arbitration in, this state, and to be served with legal process in the manner prescribed in such governing instrument of the statutory trust or other writing.

      (f) 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 on or after October 1, 1997. This section is an extension of, and not a limitation upon, the right otherwise existing of service of legal process upon nonresidents.

      (g) The Superior Court may make all necessary rules respecting the form of process, the manner of issuance and return thereof and such other rules which may be necessary to implement this section and are not inconsistent with this section.

      (h) A general or limited partnership, corporation or other nonnatural person formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of the United States or any state other than the state of Connecticut shall not be deemed to be doing business in this state solely by reason of its being a trustee of a statutory trust.

      (P.A. 96-271, S. 224, 254; P.A. 98-137, S. 34, 62; 98-219, S. 33, 34.)

      History: P.A. 96-271 effective October 1, 1997; P.A. 98-137 deleted former Subsec. (a) re powers and liabilities of a statutory trust, said provision being reenacted as Sec. 34-502b by same public act, redesignating the remaining Subsecs. and internal references accordingly, and amended Subsec. (a) to add provision that no trustee shall be required to be a resident of, or have a principal place of business, in this state, a reenactment of former Sec. 34-507(a), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.

      Sec. 34-509. Fees payable to the Secretary of the State. (a) The Secretary of the State shall charge and collect the following fees and remit them to the Treasurer for the use of the state: (1) For filing of an application for reservation of name, and application for renewal of reservation, or notice of transfer or cancellation of reservation pursuant to section 34-506, thirty dollars; (2) for filing of a certificate of trust, a certificate of amendment, a restated certificate of trust or a certificate of cancellation, sixty dollars; (3) for preparing and furnishing a copy of any certificate filed relating to a statutory trust: For each copy of each such document thereof regardless of the number of pages, twenty dollars; for affixing his certification thereto, five dollars; (4) for preparing and furnishing a certificate of existence or authorization, twenty dollars; (5) for preparing and furnishing a certificate of existence or authorization reflecting any and all changes of name and the date or dates of filing thereof, forty dollars; (6) for filing of a certificate of merger or consolidation, thirty dollars; and (7) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will in his judgment cover the cost of the services provided.

      (b) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under sections 34-500 to 34-547, inclusive.

      (P.A. 96-271, S. 233, 254; P.A. 98-137, S. 21, 62; 98-219, S. 33, 34; P.A. 03-18, S. 74.)

      History: P.A. 96-271 effective October 1, 1997; P.A. 98-137 amended Subsec. (a) to add new Subdiv. (4) re twenty-dollar fee for preparing and furnishing a certificate of existence or authorization and new Subdiv. (5) re forty-dollar fee for preparing and furnishing a certificate of existence or authorization reflecting any and all changes of name and the date or dates of filing thereof, redesignating former Subdiv. (4) as Subdiv. (6), effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 03-18 amended Subsec. (a) by making a technical change and deleting "or a certificate of merger or consolidation" in Subdiv. (2), adding new Subdiv. (6) re thirty-dollar fee for filing certificate of merger or consolidation, and redesignating existing Subdiv. (6) as Subdiv. (7), effective July 1, 2003.

      Secs. 34-510 to 34-514. Reserved for future use.

      Sec. 34-515. Contributions by beneficial owners. (a) A contribution of a beneficial owner to the statutory trust may be in cash, property or services rendered or a promissory note or other obligation to contribute cash or property or to perform services; provided, a person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without making a contribution or being obligated to make a contribution to the statutory trust.

      (b) Except as provided in the governing instrument, a beneficial owner is obligated to the statutory trust to perform any promise to contribute cash or property or to perform services, even if the beneficial owner is unable to perform because of death, disability or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made. Such option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the statutory trust may have against such beneficial owner under the governing instrument or applicable law.

      (c) A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that such beneficial owner is obligated to make shall be subject to specific penalties for, or set forth the specified consequences of, such failure. Such penalty or consequence may take the form of (1) reducing or eliminating the defaulting beneficial owner's proportionate interest in the statutory trust, (2) subordinating the defaulting beneficial owner's beneficial interest to that of nondefaulting beneficial owners, (3) a forced sale of the defaulting beneficial owner's beneficial interest, (4) forfeiture of the defaulting beneficial owner's beneficial interest, (5) the lending by other beneficial owners of the amount necessary to meet the defaulting beneficial owner's commitment, (6) fixing the value of the defaulting beneficial owner's beneficial interest by appraisal or by formula and redemption or sale of the defaulting beneficial owner's beneficial interest at such value, or (7) any other penalty or consequence.

      (P.A. 96-271, S. 222, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-516. Rights of beneficial owners in property of statutory trust. (a) Except to the extent otherwise provided in the governing instrument of the statutory trust, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits and losses of the statutory trust in the proportion, expressed as a percentage, of the entire undivided beneficial interest in the statutory trust owned by such beneficial owner. The governing instrument of a statutory trust may provide that the statutory trust or the trustees, acting for and on behalf of the statutory trust, shall be deemed to hold beneficial ownership of any income earned on securities of the statutory trust issued by any business entities formed, organized or existing under the laws of any jurisdiction, including the laws of any foreign country.

      (b) No creditor of a beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust.

      (c) A beneficial owner's beneficial interest in the statutory trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument of a statutory trust, a beneficial owner has no interest in specific statutory trust property.

      (d) A beneficial owner's beneficial interest in the statutory trust is freely transferable except to the extent otherwise provided in the governing instrument of the statutory trust.

      (e) Except to the extent otherwise provided in the governing instrument of a statutory trust, at the time a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust.

      (P.A. 96-271, S. 225, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-517. Management of statutory trust. (a) Except to the extent otherwise provided in the governing instrument of the statutory trust, the business and affairs of a statutory trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument of a statutory trust, any person, including a beneficial owner, shall be entitled to direct the trustees or other persons in the management of a statutory trust. Except to the extent otherwise provided in the governing instrument of a statutory trust, neither the power to give direction to a trustee or other persons nor the exercise thereof by any person, including a beneficial owner, shall cause such person to be a trustee.

      (b) A governing instrument may contain any provision relating to the management of the business and affairs of the statutory trust, and the rights, duties and obligations of the trustees, beneficial owners and other persons, which is not contrary to any provision or requirement of sections 34-500 to 34-547, inclusive, and, without limitation:

      (1) May provide for classes, groups or series of trustees or beneficial owners, or classes, groups or series of beneficial interests, having such relative rights, powers and duties as the governing instrument may provide, and may make provision for the future creation in the manner provided in the governing instrument of additional classes, groups or series of trustees, beneficial owners or beneficial interests, having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior or subordinate to existing classes, groups or series of trustees, beneficial owners or beneficial interests;

      (2) May establish or provide for the establishment of designated series of trustees, beneficial owners or beneficial interests having separate rights, powers or duties with respect to specified property or obligations of the statutory trust or profits and losses associated with specified property or obligations, and, to the extent provided in the governing instrument, any such series may have a separate business purpose or investment objective;

      (3) May provide for the taking of any action, including the amendment of the governing instrument, the accomplishment of a merger or consolidation, the appointment of one or more trustees, the sale, lease, exchange, transfer, pledge or other disposition of all or any part of the assets of the statutory trust or the assets of any series, or the dissolution of the statutory trust, or may provide for the taking of any action to create under the provisions of the governing instrument a class, group or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular trustee or beneficial owner, or class, group or series of trustees or beneficial owners;

      (4) May grant to, or withhold from, all or certain trustees or beneficial owners, or a specified class, group or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups or series of the trustees or beneficial owners, on any matter, such voting being on a per capita, number, financial interest, class group, series or any other basis;

      (5) May, if and to the extent that voting rights are granted under the governing instrument, set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on, waiver of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in person, by proxy or in any other manner, or any other matter with respect to the exercise of any such right to vote;

      (6) May provide for the present or future creation of more than one statutory trust, including the creation of a future statutory trust to which all or any part of the assets, liabilities, profits or losses of any existing statutory trust will be transferred, and for the conversion of beneficial interests in an existing statutory trust, or series thereof, into beneficial interests in the separate statutory trust, or series thereof; or

      (7) May provide for the appointment, election or engagement, either as agents or independent contractors of the statutory trust or as delegatees of the trustees, as officers, employees, managers or other persons who may manage the business and affairs of the statutory trust and may have such titles and such relative rights, powers and duties as the governing instrument shall provide. Except to the extent otherwise provided in the governing instrument of a statutory trust, the trustees shall choose and supervise such officers, managers, employees and other persons.

      (c) To the extent that, at law or in equity, a trustee has duties, including fiduciary duties, and liabilities relating thereto to a statutory trust or to a beneficial owner:

      (1) Any such trustee acting under a governing instrument shall not be liable to the statutory trust or to any such beneficial owner for any act or omission taken in good faith reliance on the provisions of such governing instrument; and

      (2) The trustee's duties and liabilities may be expanded or restricted by provisions in a governing instrument.

      (d) To the extent that, at law or in equity, an officer, employee, manager or other person designated pursuant to subdivision (7) of subsection (b) of this section has duties, including fiduciary duties, and liabilities relating thereto to a statutory trust, a beneficial owner or a trustee:

      (1) Any such officer, employee, manager or other person acting under a governing instrument shall not be liable to the statutory trust, any beneficial owner or any trustee for any act or omission taken in good faith reliance on the provisions of such governing instrument; and

      (2) The duties and liabilities of an officer, employee, manager or other person acting pursuant to subdivision (7) of subsection (b) of this section may be expanded or restricted by provisions in a governing instrument.

      (P.A. 96-271, S. 226, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-518. Existence of statutory trust. (a) Except to the extent otherwise provided in the governing instrument of the statutory trust, a statutory trust shall have perpetual existence, and a statutory trust may not be terminated or revoked by a beneficial owner or other person except in accordance with the terms of its governing instrument.

      (b) Except to the extent otherwise provided in the governing instrument of a statutory trust, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner shall not result in the termination or dissolution of a statutory trust.

      (P.A. 96-271, S. 228, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-519. Applicability of laws pertaining to trusts. Classification for taxation purposes. Except to the extent otherwise provided or authorized in sections 34-500 to 34-547, inclusive, the laws of this state pertaining to trusts are applicable to statutory trusts; provided, for purposes of taxation under title 12, a statutory trust shall be classified as a corporation, an association, a partnership, a trust or otherwise, as shall be determined under the United States Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as from time to time amended.

      (P.A. 96-271, S. 229, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-520. Applicability of law re foreign corporation acting as trustee. Sections 34-500 to 34-547, inclusive, do not apply in determining the application of section 45a-206 to the trustee of any statutory trust.

      (P.A. 96-271, S. 249, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      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.

      Sec. 34-541. Action by Attorney General. The Attorney General may maintain an action to restrain a foreign statutory trust from transacting business in this state in violation of sections 34-500 to 34-547, inclusive.

      (P.A. 96-271, S. 250, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Secs. 34-542 to 34-544. Reserved for future use.

      Sec. 34-545. Reservation of power to amend or repeal. All provisions of sections 34-500 to 34-547, inclusive, may be altered from time to time or repealed and all rights of statutory trusts, trustees, beneficial owners and other persons are subject to this reservation.

      (P.A. 96-271, S. 252, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-546. Rules of construction. (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to sections 34-500 to 34-547, inclusive.

      (b) It is the policy of sections 34-500 to 34-547, inclusive, to give maximum effect to the principles of freedom of contract and to the enforceability of governing instruments.

      (P.A. 96-271, S. 253, 254.)

      History: P.A. 96-271 effective October 1, 1997.

      Sec. 34-547. Severability. If any provision of sections 34-500 to 34-547, inclusive, or its application to any person or circumstances, is held invalid the invalidity does not affect other provisions or applications of said sections that can be given effect without the invalid provision or application, and to this end the provisions of said sections are severable.

      (P.A. 96-271, S. 251, 254.)

      History: P.A. 96-271 effective October 1, 1997.