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Form #1454LIQUIDATING TRUST
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LIQUIDATING TRUST
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Liquidating
trust.
We, _________ and _________, both of _________, in the
State of _________; _________ of the City of _________, and State of _________,
_________, of _________, and _________, of _________, the grantees named in a
certain deed from _________(company) dated this day by which deed there
are conveyed to us certain lands and buildings in the City of _________, in the
State of _________, declare and agree that we will, and our heirs and
successors shall, hold the granted premises, and all other funds and property
at any time transferred to and received by the trustees, for the purposes, with
the powers, and subject to these provisions, for the benefit of the cestui que
trusts (who shall be trust beneficiaries only, without partnership, associate
or any other relation whatever), and upon the following trusts:
1. In trust to convert them into money and distribute
the net proceeds among the persons at the time of conversion holding and owning
beneficial interests, as evidenced by the receipt certificates issued by the
trustees as provided. It is, however, expressly understood and agreed that the
trustees may, in their uncontrolled discretion, defer or postpone the
conversion and distribution, except that it shall not be postponed beyond the
end of twenty years from and after the death of the last survivor of the
persons named and described in the last paragraph. During postponement, and
until conversion, the interest of the trusts shall be considered for purposes
of transmission and otherwise as personal property.
2. In trust, pending final conversion and distribution
of the property, to manage and control it, the trustees having, for those
purposes and for all purposes of sale, lease, mortgage, exchange, improvement
and development, and any and all arrangements, contracts and dispositions of
the trust property, or any part, all and as full discretionary powers and
authority as they would have if they were themselves the sole and absolute
beneficial owners in fee simple.
3. In trust to collect and receive all rents and
income from the property, and semiannually or more often at their convenience,
to distribute any portion as they may, in their discretion, determine to be
fairly distributable net income, to and among the several trusts according to
their respective fractional interests. The trustees in this connection have
full authority from time to time to use any funds on hand, whether received as
capital or income, for purposes of any repair, improvement, protection or
development of the property, or the acquisition of other property as the
trustees may determine to be wise and expedient, for the protection and
development of the trust property as a whole pending its conversion and
distribution. The determinations of the trustees, made in good faith, as to all
questions as between "capital" and "income" shall be final.
4. The _________(company) having determined to
wind up its affairs and be dissolved, without waiting for final cash sale of
its real estate, this trust is declared in favor, and for the benefit of the
eight shareholders of the corporation, according to their respective fractional
interests to whom the trustees shall issue proper receipt certificates, which
certificates, and all others which may be issued in exchange or substitution,
shall be deemed conclusive evidence of the ownership of the respective interest
in this trust. The trustees shall, from time to time, on request (on surrender
of the old) issue any new certificates as may be proper and necessary to
evidence any new or subdivided interests.
5. The trustees shall have authority to borrow money
and fix the terms of any loans, and give any pledge, mortgage or other security
which they may deem wise.
No purchaser from or lender to the trustees shall ever
have any liability to see to the application of any proceeds.
6. The trustees may employ all agents and attorneys as
they may think proper and find expedient, and prescribe their powers and
duties, and shall not be personally responsible for any misconduct, errors or
omissions of these agents or attorneys employed and retained with reasonable
care.
7. The
trustees shall at all times keep full and proper books of accounts and records
of their proceedings and doings, and shall, at least annually, render account
of the trust to any beneficiary requesting it but no trustees
shall be obliged to give any bond, nor shall any
trustee have any liability except for the results of his or her own gross
negligence or bad faith.
8. The recording of this instrument shall be at the
times and in the places as the trustees may in their discretion, determine to
be necessary or expedient, and they shall determine the form and record of all
documentary evidence of title.
9. The trustees shall have full power at any time,
pending final termination of this trust, to transfer all or any part of the
property then held by them to any corporation which they may acquire or cause
to be organized for the more convenient or expedient holding or management of
the property, taking any securities issued by that corporation in exchange and
payment, and the trustees, or any of them, may at any time be or become
directors or officers of any corporation any shares of which are held by them.
10. The trustees shall be entitled to receive
reasonable compensation for service not exceeding a total of one percent
reckoned upon the gross income received by them, unless, at any time, a
majority in interest of the trusts consent in writing to some larger
compensation for any past service. The trustees shall also be entitled to reimbursement
and indemnification from the trust property for all their proper expenses and
liabilities, and shall be entitled at all times to the advice of counsel.
Traveling expenses to and from any meetings of the trustees shall be considered
proper expenses.
11. Any trustee may resign by written instrument duly
acknowledged and attached to the original of this instrument, or recorded with _________ County if the original is recorded there.
Any vacancy in the office of the trustees shall be
filled by the remaining trustees by an instrument in writing, signed by them
and assented to in writing, by the holder or holders of a majority in amount of
the beneficial interests. This appointment will be attached to the original of
this instrument, or recorded as in the case of resignation provided for above.
12. If, at any time or times, a majority of the
trustees shall certify in writing that the remaining trustees are either absent
from the State of _________, or incapacitated through illness or otherwise,
from acting, then the majority shall, at that time or times, have, and may
exercise, any and all the powers of the trustees with similar effect as if
exercised by all.
13. The terms and provisions of this trust may be
modified at any time or times by instrument in writing, signed, sealed and
acknowledged by the trustees, assented to in writing by a majority in interest
of the cestui que trusts, and attached to the original of this instrument, or
recorded with _________ County if the original is recorded there.
14. The certificate in writing of the trustees as to
any resignation from the office of trustee and as to the appointment of any new
trustees and as to the existence or nonexistence of any modifications, may
always be relied upon, and shall always be conclusive evidence in favor of all
persons dealing in good faith with the trustees in reliance upon the
certificate.
15. The title of this trust (fixed for convenience)
shall be "the realty trust," and the term "trustees" in
this instrument shall be deemed to include the original and all successor
trustees.
16. At the end of twenty years from and after the
death of the last survivor of _________, _________ and _________, and of the
lawful issue now living of any of them (unless this trust has been otherwise
lawfully terminated), all the property of every kind then held shall be sold by
the trustees and equitable distribution made of the net proceeds among the
persons then entitled.
In witness we have set our hands and common seal on
this _________ day of _________, in the year _________.
[Acknowledgment]
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or any other commercial use is prohibited. This includes reposting forms from this
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These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com
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Keywords: LIQUIDATING TRUST, Shareholders
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