To activate the “Series” feature for Gonen Statutory Trust, you need to add a specific enabling clause to your Governing Instrument.
Under W.S. § 17-23-108, the “Series Firewall” is only legally valid if your internal records are kept separate and the authority to create series is clearly stated in your private agreement.
Part 1: The Enabling Clause (Add to your Governing Instrument)
Insert this section into your private Trust Agreement to grant the Trustee the power to create series.
ARTICLE VI: ESTABLISHMENT OF SERIES
6.1 Authority to Create Series: As permitted by W.S. § 17-23-108, the Trustee is hereby authorized to establish one or more designated series of beneficial interests (each, a “Series”). Each Series may have separate rights, powers, or duties with respect to specified property or obligations of the Trust.
6.2 Limitation of Liabilities (The Firewall): In accordance with W.S. § 17-23-106, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or any other Series thereof.
6.3 Segregation Requirements: To maintain the limitation of liability described in Section 6.2, the Trustee shall:
- (a) Maintain separate and distinct records for each Series;
- (b) Hold and account for assets of each Series separately from the other assets of the Trust or any other Series.
Part 2: The “Series Designation” Document
Whenever you want to launch a new project (e.g., a real estate deal in August 2026), you simply sign a one-page internal document. You do not need to file this with the State.
SERIES DESIGNATION NO. 1
OF GONEN CAPITAL CORP STATUTORY TRUST
The undersigned Trustee, acting under the authority of the Governing Instrument, hereby establishes a Series of the Trust as follows:
- Name of Series: Gonen Capital Corp ST – [Project Name, e.g., Blue Ridge Real Estate] – Series 1.
- Purpose: This Series is established for the specific purpose of [e.g., acquiring and managing the property at 123 Main St].
- Assets: The assets initially allocated to this Series include: [List Assets/Capital].
- Beneficiaries: The beneficial interest in this Series shall be held by: [Name/Entity].
- Effective Date: This designation is effective as of [Date], 2026.
Trustee Signature: __________________________
Date: __________________________
Key Requirements for 2026 Success
- Separate Bank Accounts: If you open “Series 1,” it must have its own bank account. If you mix money between Gonen Capital’s main account and Series 1, a judge can “pierce the firewall” and let creditors take everything.
- Naming Convention: While not strictly required for trusts (unlike Wyoming Series LLCs), it is a best practice to include the word “Series” and a number in the sub-account names for clarity.
Would you like me to draft a sample “Board Resolution” that Gonen Capital Corp can use to formally adopt this entire Series structure?