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Form #1454

LIQUIDATING 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]

Contributed by
King and Spelling LLC
 
Total Forms Contributed 117
 

See All King and Spelling LLC's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

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 is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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Keywords: LIQUIDATING TRUST, Shareholders

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