§ 2402. Authority to organize; powers; limitations; prohibitions; exemptions

(a) A company organized in this State may form an independent trust company in accordance with the provisions of this chapter. A company shall obtain a certificate of authority from the Commissioner before it may act as a fiduciary or engage in a trust business in this State.

(b) An independent trust company formed and authorized under this chapter shall have the same fiduciary powers, duties, and obligation as a financial institution operating a trust department under subchapter 4 of chapter 204 of this title. An independent trust company formed under this title shall have the privileges and be subject to the provisions granted or contained in the general law governing the company and in this chapter, except where the general law governing the company is inconsistent with this chapter. In case of conflict between the general law governing the company and this chapter, this chapter shall control. Such companies shall not be required to make any annual report except as provided in this chapter. Except as provided in this chapter, subchapter 4 of chapter 204, and section 12602 of this title, no person shall engage in a trust business in this State without first obtaining a certificate of authority from the Commissioner.

(c) An independent trust company shall not accept deposits or make loans or conduct any other business except that which is incidental to and consistent with a trust business.

(d) An independent trust company may prudently invest its capital and surplus in stocks, bonds, mortgages, mutual funds, and other securities. An independent trust company may invest in, purchase, hold, convey, and lease real estate.

(e) An independent trust company may issue or sell capital notes or debentures with the written approval of the Commissioner.

(f) An independent trust company formed and authorized under this chapter shall:

(1) maintain its principal place of business in this State;

(2) appoint a registered agent to accept service of process and to otherwise act on its behalf in this State, provided that whenever such registered agent cannot with reasonable diligence be found at the Vermont registered office of the independent trust company, the Secretary of State shall be an agent of such independent trust company upon whom any process, notice, or demand may be served;

(3) hold at least four meetings of its governing body each year, including once quarterly, and at least one such meeting each year shall be held in Vermont; and

(4) have at least one Vermont resident as a member of its governing body.

(g) For the purposes of this chapter, a person does not engage in a trust business merely by:

(1) rendering services as an attorney-at-law or an accountant;

(2) acting as trustee under a deed of trust made only as security for the payment of money or for the performance of another act;

(3) acting as a trustee in bankruptcy or as a receiver;

(4) holding trusts of real estate for the primary purpose of subdivision, development, or sale, or to facilitate any business transaction with respect to such real estate, provided the person is not regularly engaged in the business of acting as a trustee for such trusts;

(5) holding assets as trustee of trusts created for charitable purposes;

(6) receiving rents and proceeds of sale as a licensed real estate broker on behalf of a principal;

(7) engaging in securities transactions as a broker-dealer or a sales representative registered under 9 V.S.A. chapter 131;

(8) engaging in the sale of insurance policies and annuity or endowment contracts in this State issued by an insurance company authorized to write such policies or contracts and subject to regulation and control of the Commissioner;

(9) if an individual, acting as a guardian, conservator, special conservator, trustee, or personal representative pursuant to a court order or other statutory authority;

(10) acting under the authority of 11A V.S.A. § 15.01(d); or

(11) if an individual, serving as trustee of any of the following:

(A) one or more trusts for each of which at least one settlor is a member of the trustee's family;

(B) not more than five trusts if the individual has not solicited appointment as trustee for any trusteeships. (Added 1997, No. 98 (Adj. Sess.), § 8b; amended 1999, No. 153 (Adj. Sess.), § 18, eff. Jan. 1, 2001; 2011, No. 78 (Adj. Sess.), § 11, eff. April 2, 2012; 2017, No. 134 (Adj. Sess.), § 7.)