AN ACT TO AMEND TITLE 12 OF THE DELAWARE CODE RELATING TO THE CREATION, REGULATION, OPERATION, AND DISSOLUTION OF STATUTORY TRUSTS.
HB298 is a broad update to Delaware’s Statutory Trust Act, Title 12, covering the creation, governance, filing requirements, restructuring, dissolution, and control-acquisition rules for statutory trusts. The bill makes a series of technical and substantive clarifications to existing law, including rules on irrevocable subscriptions for beneficial interests, liability protections for advisers and other persons acting for a trust, amendment of governing instruments, ratification or waiver of void or voidable acts, and the authority of registered agents. It also updates procedures for certificates filed with the Secretary of State, including correction, nullification, merger, consolidation, division, and cancellation filings.
The bill further refines the law governing statutory trust series and dissolution, including when dissolution may be revoked and how series can be wound up or continued. It also modernizes provisions related to foreign statutory trusts and clarifies that Delaware trust law applies unless displaced by the governing instrument or the Statutory Trust Act itself. A significant portion of the bill revises Subchapter III’s control beneficial interest acquisition framework, expanding disclosure obligations, clarifying who counts as an associate, defining control beneficial interests, and authorizing trustees to adopt procedures for identifying voting violations. The act is set to take effect on August 1, 2026.
HB298 would amend multiple sections of Delaware’s statutory trust law and affect trustees, beneficial owners, advisers, registered agents, foreign statutory trusts, and parties involved in mergers, divisions, and control acquisitions. It would strengthen and clarify filing and governance mechanics for statutory trusts, expand disclosure and voting-related oversight in control-beneficial-interest transactions, and update administrative rules for the Secretary of State’s office. The bill also codifies several interpretive points that are intended to align the statute with current practice and Delaware’s broader entity-law framework.
The available voting history indicates strong support for the bill: it passed House Third Reading unanimously, 37-0. The synopsis describes the measure as a routine periodic update intended to keep Delaware’s Statutory Trust Act current and maintain the state’s national preeminence in entity law. No committee transcript is available, and there is no recorded opposition in the materials provided, suggesting the bill was viewed as largely technical and consensus-driven.
There is little evidence of overt controversy in the provided record, but the most substantive policy choices involve the control-beneficial-interest provisions and disclosure rules in Subchapter III. Those changes expand trustee authority to determine voting violations and require more information from holders and associates, which could matter to investors, fund managers, and other market participants. Another potentially sensitive area is the clarification that registered agents may not operate solely through virtual offices or mail-forwarding services, which may affect service providers. Overall, however, the bill appears to have been treated as a noncontroversial modernization package rather than a contested policy shift.