Synopsis
This bill continues the practice of amending periodically the Delaware Statutory Trust Act (the “Act”) to keep it current and to maintain its national preeminence. The following is a section-by-section review of the proposed amendments of the Act. Section 1. This section amends Section 3801 of the Act to add new definitions for "document" and "electronic transmission," which terms appear in new Section 3826 among other places in the Act. Section 2. This section amends Section 3804(a) of the Act to confirm that a trust may enter into contracts on behalf of a series of the statutory trust with and on behalf of another series of the statutory trust or with itself. This Section also confirms certain circumstances under which a statutory trust shall be the “debtor” in connection with liens or security interests granted in any assets of a series or any assets associated with a series of the statutory trust. Section 3. This Section amends Section 3805(f) of the Act to clarify that a trustee is not a necessary party to a contract or other instrument to which a statutory trust is a party solely because a trustee holds legal title to statutory trust property. Section 4. This section amends Section 3806 of the Act to conform with the addition of the defined term "electronic transmission" in Section 3801. Sections 5 and 18. These sections amend Sections 3807(e) and 3854(c) of the Act to eliminate the requirement that the Secretary of State issue a certified copy of any certificate filed by the registered agent changing the address of the registered office or the name of the registered agent. These sections also amend Sections 3807(e) and 3854(c) of the Act to confirm that the conversion of the registered agent or a division of the registered agent in which a resulting person succeeds to all of the registered agent business of such registered agent shall be deemed to be a change of name for purposes of these sections of the Act. These sections also amend Sections 3807(f) and 3854(d) of the Act to eliminate the requirement that the Secretary of State issue a certificate in connection with the resignation of the registered agent of a statutory trust or foreign statutory trust and the appointment of the successor registered agent. Sections 5 and 18. These sections also amend Section 3807(g) and Section 3854(e) of the Act to provide that the resignation of a registered agent of a statutory trust or foreign statutory trust without appointing a successor must be done on a single trust basis by paying a fee and filing a certificate of resignation with the Secretary of State. These sections also amend Sections 3807(g) and 3854(e) of the Act to add requirements regarding the content and form of the certificate of resignation filed with the Delaware Secretary of State when the registered agent resigns without appointing a successor, and provide that such information regarding the communications contact that must be included in such a certificate shall not be deemed public. Section 5. This section also amends Section 3807 of the Act by adding new subsections (i)-(m) to prescribe the duties of a registered agent; require that persons or entities serving as registered agent for more than fifty entities (a “Commercial Registered Agent”) be generally open during normal business hours and have a natural person present to operate such office and communicate with the Secretary of State on request; require Delaware statutory trusts to provide registered agents with a designated natural person to receive communications from the registered agent and require the registered agent to maintain in its records the identity of such persons; authorize the Secretary of State to issue regulations to enforce these provisions; authorize the Secretary of State to bring a lawsuit in the Court of Chancery to enjoin any person or entity from acting as a registered agent, or as an officer, or director or managing agent of a registered agent, any person or entit