Also known as: business trusts · Massachusetts trust
Written by attorneys · grounded in primary & secondary sources — see below
A business organization created by a deed or declaration of trust under which assets suitable for a business enterprise are transferred to trustees to be managed for the benefit and profit of persons holding transferable certificates evidencing the beneficial interests in the trust estate.
Boreal Energy, organized as a business trust, serves as general partner in a limited partnership developing energy projects. When Boreal Energy's trustees vote to restructure its holdings, the limited partners attempt to expel it under the statute. Because Boreal Energy qualifies as a business trust, the willful-dissolution trigger does not apply and it remains a partner.
Brookside Pharmaceuticals operates as a business trust and joins a general partnership to manufacture pharmaceuticals. Its trustees later approve termination of the trust entity. The remaining partners seek damages for wrongful dissociation. The statute's expulsion provision does not reach business trusts, so Brookside Pharmaceuticals faces no liability under the rule.
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Barbara Bennett and Bianca Baker create a business trust to hold and manage commercial real estate. They transfer properties to trustees who issue transferable certificates to investors. When disputes arise over management fees, the certificate holders sue the trustees. The business trust structure determines that Massachusetts law governs the internal affairs of the entity.
Bayside Shipping, formed as a business trust, contributes funds to a ballot initiative opposing a state tax. State officials attempt to restrict the contribution under corporate-speech limits. Because the business trust functions as a distinct legal entity, the contribution receives the same constitutional protection afforded other business forms.
A business trust is formed to carry on a commercial enterprise and issues transferable certificates of beneficial interest, whereas an ordinary trust typically conserves assets for passive distribution to beneficiaries.
The statutes treat a business trust as a distinct category of person that remains subject to the dissociation provisions only when it is not the excluded form, preserving continuity for entities organized under trust declarations.
A business trust qualifies as a registered organization when state law requires the filing of its organic record with the state, allowing it to perfect security interests by filing a financing statement.
…limited partnerships pursuant to 6 Del.C. § 17-101-1109; limited liability companies pursuant to 6 Del.C. §§ 18-101-1106; business trusts pursuant to Title 12, §§ 3801-20. Compare the Close Corporation Supplement to the Model Business Corporation Act , especially Section 20 relating to “Shareholder…