Starting with a Master Governing Instrument (also called a Declaration of Trust) that is designed to be “added to” is a standard and highly effective strategy for a Wyoming Statutory Trust (WST). This is often called an “Open-Ended” or “Master-Feeder” structure.
Because Wyoming law (W.S. § 17-23-108) allows the governing instrument to provide for the “future creation” of series, your initial document acts as a foundation that you build upon over time.
1. How the “Start-Off” Works
When you first launch, your Master Governing Instrument should contain an “Enabling Clause.” This clause essentially says: “This Trust is authorized to create multiple series in the future without needing to rewrite this entire document every time.”
Key Components of the “Start-Off” Document:
- The Framework: Defines the overall powers of the Trustees and the general rules (voting, arbitration, indemnification).
- The Series Authorization: Explicitly grants the power to create series via a “Series Supplement” or “Certificate of Designation.”
- The Limitation of Liability: This must be in the original “start-off” document to ensure the state recognizes the legal wall between future series.
2. How You “Add to” It
When you are ready to expand (e.g., you find a new property to buy or a new group of investors), you don’t “amend” the Master document in the traditional sense. Instead, you supplement it.
| Action | Process | Result |
|---|---|---|
| Amendment | Changing the core rules of the Parent Trust. | Requires a formal “Amendment to the Master Instrument.” |
| Supplement | Adding a new “bucket” (Series) using existing rules. | Requires a “Series Supplement” (the document we drafted earlier). |
| Restatement | Cleaning up the document after many additions. | An “Amended and Restated Governing Instrument” combines everything into one new master file. |
3. The “Amended and Restated” Strategy
If you have “added to” your trust many times over several years, the paperwork can become messy. Most professional funds will eventually create an Amended and Restated Governing Instrument.
- Why do it? It merges the original “start-off” document with all the changes and new series into one single, clean document.
- Legal Effect: It replaces the original document entirely but preserves the original formation date of the trust for tax and legal purposes.
4. Public vs. Private “Additions”
- Private Changes: Most additions (like adding a new series or changing beneficiaries) are kept private in your internal files.
- Public Changes: If you change the Name of the Trust or the Trustees listed on the state record, you must file a Certificate of Amendment with the Wyoming Secretary of State (and pay a small fee, typically around $60).
Is your “start-off” document already drafted?
If you have the document, I can help you identify if it has the necessary “Enabling Clause” to allow for these future additions. Would you like me to show you what that specific clause looks like?