A Master Governing Instrument (also called a Declaration of Trust) is the foundational document for your Wyoming Statutory Trust (WST). To make it a “Series” trust, it must include specific language that allows you to add sub-entities (Series) later without having to rewrite the whole thing.
Below is a structured template for a Master Governing Instrument designed specifically for a Wyoming Series Trust.
MASTER GOVERNING INSTRUMENT
OF [NAME OF TRUST]
THIS MASTER GOVERNING INSTRUMENT (the “Agreement”) is made this [Day] of [Month], 2026, by and between [Your Name/Entity] as the Settlor, and [Name of Trustee] as the Trustee.
ARTICLE I: FORMATION AND NAME
1.1. Formation. The Settlor hereby creates a statutory trust pursuant to the Wyoming Statutory Trust Act (W.S. § 17-23-101 et seq.).
1.2. Name. The name of this trust shall be [Name of Trust] (the “Trust”).
1.3. Principal Office. The principal office of the Trust shall be located at [Address].
ARTICLE II: THE SERIES STRUCTURE (THE “ENABLING CLAUSE”)
2.1. Authorization of Series. Pursuant to W.S. § 17-23-108, the Trustees are hereby authorized to establish one or more separate and distinct series (each, a “Series”).
2.2. Creation of Series. A Series shall be established by the execution of a “Series Supplement” or “Certificate of Designation” by the Trustees. No further amendment to this Master Instrument shall be required to create additional Series.
2.3. Statutory Notice of Limitation of Liability. As provided in W.S. § 17-23-108(b):
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 that Series only, and not against the assets of the Trust generally or any other Series thereof.
ARTICLE III: TRUSTEES AND MANAGEMENT
3.1. Management. The business and affairs of the Trust and each Series shall be managed by the Trustees.
3.2. Series Trustees. The Trustees may appoint a specific individual or entity to serve as the “Series Trustee” for a particular Series. Such Series Trustee shall have the authority to bind that specific Series but shall have no authority over the Trust generally.
3.3. Compensation. Trustees shall be entitled to reasonable compensation as set forth in the applicable Series Supplement.
ARTICLE IV: BENEFICIAL INTERESTS
4.1. Issuance of Units. The Trust may issue beneficial interests in the form of “Units.”
4.2. Ownership. Each Series shall have its own separate group of Beneficial Owners. Ownership of Units in Series A does not grant any rights to the assets or profits of Series B.
4.3. Admission of Beneficiaries. A person becomes a Beneficial Owner by executing a Subscription Agreement and making the required capital contribution to a specific Series.
ARTICLE V: ASSET SEGREGATION
5.1. Separate Records. The Trustees shall maintain separate and distinct records for each Series.
5.2. No Commingling. All assets of a Series shall be held in bank accounts or brokerage accounts titled in the name of that specific Series (e.g., “[Trust Name] – Series 01”).
ARTICLE VI: DURATION AND DISSOLUTION
6.1. Perpetual Existence. Per W.S. § 17-23-112, the Trust and each Series shall have perpetual existence unless terminated by the Trustees or as provided in a Series Supplement.
Execution
SETTLOR: ___________________________ (Signature)
TRUSTEE: ___________________________ (Signature)
Important “Start-Off” Instructions:
- The Public Filing: You must file a Certificate of Trust with the Wyoming Secretary of State to “birth” this document legally. The filing fee is typically $100.
- The “Notice” Requirement: When you fill out the Wyoming state form, you must check the box or include a statement saying: “The trust may have one or more series with limited liability.” If you miss this, your “liability wall” between series may not be recognized by a court.
- The Add-On Process: Now that you have this Master Instrument, you can “add to” it simply by signing a Series Supplement (the document we drafted earlier) whenever you want to raise money for a new project.
Would you like me to provide the specific wording for the Wyoming “Certificate of Trust” state filing to ensure it matches this Master Instrument?