                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-1201)

As used in this chapter, unless the context requires a different meaning:
		&#8220;Articles of trust&#8221; means all documents constituting, at any
particular time, the articles of trust of a business trust. &#8220;Articles of
trust&#8221; includes the original articles of trust, the original certificate
of trust issued by the Commission, and all amendments to the articles of trust.
When the articles of trust have been restated pursuant to any articles of
amendment, the articles of trust includes only the restated articles of trust
and any subsequent amendments to the restated articles of trust, but does not
include the articles of amendment accompanying the restated articles of trust.
When used with respect to a foreign business trust, the &#8220;articles of
trust&#8221; of such entity means the document that is equivalent to the
articles of trust of a domestic business trust.
		&#8220;Beneficial owner&#8221; means any owner of a beneficial interest in a
business trust, the fact of ownership to be determined and evidenced, whether by
means of registration, the issuance of certificates or otherwise, in conformity
to the applicable provisions of the governing instrument of the business trust.
		&#8220;Business trust&#8221; or &#8220;domestic business trust&#8221; means an
unincorporated business, trust, or association that:

1. Is governed by a governing instrument under which:
			a. Property is or will be held, managed, administered, controlled, invested,
reinvested, or operated by a trustee for the benefit of persons as are or may
become entitled to a beneficial interest in the trust property; or
			b. Business or professional activities for profit are carried on or will be
carried on by one or more trustees for the benefit of persons as are or may
become entitled to a beneficial interest in the trust property; and

2. Files articles of trust under § 13.1-1212.
			&#8220;Business trust&#8221; includes, without limitation, any of the
following entities that conform with subdivisions 1 and 2 of this definition:

   1. A trust of the type known at common law as a &#8220;business trust&#8221;
   or &#8220;Massachusetts trust&#8221;;

   2. A trust qualifying as a real estate mortgage investment conduit under
   &#xA7; 860 D of the United States Internal Revenue Code of 1986, as amended,
   or under any successor provision;

   3. A trust qualifying as a real estate investment trust under &#xA7;&#xA7; 856
   through 859 of the United States Internal Revenue Code of 1986, as amended, or
   under any successor provision; or

   4. A &#8220;real estate investment trust&#8221; or &#8220;trust&#8221; created
   under former Chapter 9 (&#xA7; 6-577 et seq.) of Title 6 or former Chapter 9
   (&#xA7; 6.1-343 et seq.) of Title 6.1.
   				&#8220;Commission&#8221; means the State Corporation Commission of
   Virginia.
   				&#8220;Domestic,&#8221; with respect to an entity, means an entity
   governed as to its internal affairs by the organic law of the Commonwealth.
   				&#8220;Domestic corporation&#8221; has the same meaning as specified in
   &#xA7; 13.1-603.
   				&#8220;Domestic limited partnership&#8221; has the same meaning as
   specified in &#xA7; 50-73.1.
   				&#8220;Domestic nonstock corporation&#8221; has the same meaning as
   &#8220;domestic corporation&#8221; as specified in &#xA7; 13.1-803.
   				&#8220;Domestic partnership&#8221; means an association of two or more
   persons to carry on as co-owners a business for profit formed under &#xA7;
   50-73.88, or predecessor law of the Commonwealth, and includes, for all
   purposes of the laws of the Commonwealth, a registered limited liability
   partnership.
   				&#8220;Domestic stock corporation&#8221; has the same meaning as
   &#8220;domestic corporation&#8221; as specified in &#xA7; 13.1-603.
   				&#8220;Effective date,&#8221; when referring to a document for which
   effectiveness is contingent upon issuance of a certificate by the Commission,
   means the time and date determined in accordance with &#xA7; 13.1-1203.
   				&#8220;Entity&#8221; includes any domestic or foreign business trust or
   other business entity, any estate or trust, and any state, the United States,
   and any foreign government.
   				&#8220;Entity conversion&#8221; means conversion. A certificate of entity
   conversion is the same as a certificate of conversion.
   				&#8220;Foreign&#8221; with respect to an entity, means an entity governed
   as to its internal affairs by the organic law of a jurisdiction other than the
   Commonwealth.
   				&#8220;Foreign business trust&#8221; means a trust formed under the law of
   a jurisdiction other than the Commonwealth that would be a business trust if
   formed under the law of the Commonwealth.
   				&#8220;Foreign limited liability company&#8221; has the same meaning as
   specified in &#xA7; 13.1-1002.
   				&#8220;Foreign limited partnership&#8221; has the same meaning as
   specified in &#xA7; 50-73.1.
   				&#8220;Foreign nonstock corporation&#8221; has the same meaning as
   &#8220;foreign corporation&#8221; as specified in &#xA7; 13.1-803.
   				&#8220;Governing instrument&#8221; means a trust instrument that creates a
   business trust and provides for the governance of the affairs of the business
   trust and the conduct of its business, including, without limitation, a
   declaration of trust.
   				&#8220;Jurisdiction of formation&#8221; means the state or country the law
   of which includes the organic law governing a domestic or foreign business
   trust or other business entity.
   				&#8220;Organic law&#8221; means the statute governing the internal affairs
   of a domestic or foreign business trust or other business entity.
   				&#8220;Other business entity&#8221; means a domestic or foreign stock
   corporation, a nonstock corporation, limited liability company, partnership,
   or limited partnership.
   				&#8220;Person&#8221; has the same meaning as specified in &#xA7; 13.1-603.
   				&#8220;Protected series&#8221; has the same meaning as specified in &#xA7;
   13.1-1002.
   				&#8220;Registered limited liability partnership&#8221; has the same
   meaning as specified in &#xA7; 50-73.79.
   				&#8220;State,&#8221; when referring to a part of the United States,
   includes a state and commonwealth, and their agencies and governmental
   subdivisions; and a territory and insular possession, and their agencies and
   governmental subdivisions, of the United States.
   				&#8220;Trust&#8221; includes a common law trust, business trust, and
   foreign business trust.
   				&#8220;Trust surrender&#8221; has the same meaning as specified in &#xA7;
   13.1-1264. A certificate of trust surrender is the same as a certificate of
   domestication.
   				&#8220;Trustee&#8221; means a person appointed as a trustee in accordance
   with the governing instrument of a business trust. &#8220;Trustee&#8221; may
   include a beneficial owner of a business trust.
   				&#8220;United States&#8221; includes any district, authority, bureau,
   commission, department, or other agency of the United States.

HISTORY: 2002, c. 621; 2021, Sp. Sess. I, c. 487; 2022, c. 82.