Indiana Land Trust Agreement (Title-Holding Trust)

INDIANA LAND TRUST AGREEMENT

(Title-Holding Trust Under Indiana Trust Code, IC 30-4)

TABLE OF CONTENTS

1. Establishment, Parties, and Trust Property
2. Definitions
3. Nature of Trustee's Estate and Beneficial Interest
4. Trustee Powers, Duties, and Limitations
5. Direction by Beneficiary; Direction Holder
6. Beneficial Interest as Personal Property
7. Assignment of Beneficial Interest
8. Successor Beneficiaries (Death of Beneficiary)
9. Successor Trustees
10. Compensation, Indemnification, and Liability
11. Term and Termination; Rule Against Perpetuities
12. Tax Provisions
13. General Provisions and Governing Law
14. Execution

ARTICLE I. ESTABLISHMENT, PARTIES, AND TRUST PROPERTY

1.1 Caption and Parties

1.2 Trust Name

This trust shall be known as the "[TRUST NAME] Land Trust, dated [__/__/____]" (the "Trust"). The Trustee may take title to property in the name "[TRUSTEE NAME], as Trustee under Trust Agreement dated [__/__/____], known as the [TRUST NAME] Land Trust, and not personally," or in a substantially equivalent form.

1.3 Recitals

• A. The Settlor desires to convey legal and equitable title to the Real Estate described in Section 1.4 to the Trustee, to be held by the Trustee pursuant to the Indiana Trust Code, IC 30-4, and the terms of this Agreement.
• B. The Settlor intends that the Beneficiary's interest in the Trust shall constitute personal property under Ind. Code § 30-4-1-2 because the Trustee has the duty and power to sell, convey, mortgage, lease, and otherwise deal with the Real Estate solely upon the written direction of the Beneficiary or Direction Holder.
• C. The Trustee has agreed to accept the trusteeship and to administer the Trust on the terms set forth herein.

1.4 Initial Trust Property — Legal Description

The Trustee acknowledges receipt of the following real estate located in [COUNTY] County, Indiana (the "Real Estate"):

Common Address: [STREET ADDRESS, CITY, INDIANA, ZIP]

Tax Parcel No.: [____________________]

Legal Description:

[INSERT FULL METES-AND-BOUNDS OR LOT/BLOCK/SUBDIVISION LEGAL DESCRIPTION EXACTLY AS IT APPEARS ON THE DEED IN TRUST. ATTACH AS EXHIBIT B IF LENGTHY.]

Title is conveyed to the Trustee by Deed in Trust of even date herewith, recorded or to be recorded in the Office of the Recorder of [COUNTY] County, Indiana, Instrument No. [____________________].

1.5 Additional Trust Property

Additional real or personal property may be added to the Trust at any time by the Settlor, the Beneficiary, or any third party with the Trustee's acceptance. Each addition shall be evidenced by an amendment or supplement to Exhibit B (Trust Property Schedule).

ARTICLE II. DEFINITIONS

• "Agreement" means this Land Trust Agreement, together with all schedules, exhibits, and amendments.
• "Beneficial Interest" means the entire interest of the Beneficiary in this Trust, including all rights of management, possession, use, income, proceeds, and disposition of the Real Estate exercised through written direction to the Trustee. The Beneficial Interest is personal property under Ind. Code § 30-4-1-2.
• "Beneficiary" means the person(s) listed on Exhibit A as holding the Beneficial Interest, and any successor or assignee thereof.
• "Direction Holder" means the person(s) authorized to direct the Trustee in writing under Article V. If no separate Direction Holder is named, the Beneficiary is the Direction Holder.
• "Indiana Trust Code" means Ind. Code § 30-4 as it may be amended from time to time.
• "Real Estate" means the real property described in Section 1.4 and any additions accepted by the Trustee.
• "Settlor" means the person(s) identified as Settlor in Section 1.1.
• "Trustee" means the named Trustee and any successor Trustee acting under Article IX.

ARTICLE III. NATURE OF TRUSTEE'S ESTATE AND BENEFICIAL INTEREST

3.1 Legal and Equitable Title in Trustee

In accordance with Ind. Code § 30-4-2-6, the Trustee shall hold full legal and equitable title to the Real Estate. Record title shall stand in the name of the Trustee as Trustee under this Agreement, and not in the name of the Beneficiary or Settlor. No person dealing with the Trustee shall be required to inquire into the existence, scope, or validity of any authority asserted by the Trustee or into the application of any proceeds of any transaction conducted by the Trustee.

3.2 Beneficial Interest Is Personal Property

The interest of the Beneficiary in the Trust and in the Real Estate is and shall be personal property under Ind. Code § 30-4-1-2. No Beneficiary shall have any legal or equitable right, title, or interest in or to the Real Estate as real estate. The Beneficiary's sole interest is in the earnings, avails, and proceeds of the Real Estate and the rights of management, possession, use, and disposition exercised through direction to the Trustee.

3.3 No Partition

No Beneficiary, successor, assignee, judgment creditor, or other claimant shall be entitled to partition of the Real Estate or to compel an in-kind distribution. Any rights of distribution are limited to proceeds in money or in kind only upon termination as provided herein.

ARTICLE IV. TRUSTEE POWERS, DUTIES, AND LIMITATIONS

4.1 Trustee Acts Only on Written Direction

The Trustee shall have no duty or power to manage, control, deal with, or dispose of the Real Estate except upon the written direction of the Beneficiary or Direction Holder. The Trustee shall not be required to inquire into, investigate, or take any action with respect to the Real Estate (including rents, leases, taxes, insurance, maintenance, code compliance, or environmental conditions) absent such direction. The Beneficiary expressly assumes all such management responsibilities.

4.2 Specific Powers Exercised on Direction

Upon written direction of the Beneficiary or Direction Holder, the Trustee may:

• ☐ Sell, exchange, convey, or transfer the Real Estate (or any portion or interest therein) for such price and on such terms as directed;
• ☐ Mortgage, pledge, encumber, or grant security interests in the Real Estate;
• ☐ Lease the Real Estate for any term (whether or not exceeding the term of the Trust) and on any conditions directed;
• ☐ Grant easements, licenses, rights-of-way, restrictive covenants, party-wall agreements, and zoning consents;
• ☐ Subdivide, plat, partition, dedicate, vacate, or replat the Real Estate;
• ☐ Borrow money on the security of the Real Estate, execute promissory notes, and renew or extend obligations;
• ☐ Receive, hold, invest, and distribute proceeds as directed;
• ☐ Execute deeds, releases, satisfactions, affidavits, and any other instruments necessary to carry out the foregoing;
• ☐ Defend, prosecute, compromise, or settle claims affecting title (subject to the limitation that the Trustee's personal liability is excluded under Section 4.5).

4.3 Trustee Has No Duty to Manage

The Trustee shall have no duty (i) to manage, operate, repair, maintain, or insure the Real Estate; (ii) to collect rents, profits, or proceeds (unless directed); (iii) to pay taxes, assessments, utilities, insurance premiums, or HOA charges; (iv) to investigate, abate, or remediate any environmental, structural, code, or hazardous-material condition; or (v) to monitor compliance with any law, ordinance, lease, or contract. The Beneficiary shall directly bear all such obligations and shall indemnify the Trustee under Section 10.3.

4.4 No Duty to Inquire — Protection of Third Parties

Any person dealing with the Trustee, including without limitation any title insurer, lender, purchaser, tenant, or governmental agency, is entitled to rely conclusively on the Trustee's representations of authority and shall not be required to:

• a. Verify the existence, validity, or content of any written direction;
• b. Inquire into the application of any proceeds paid to the Trustee; or
• c. See to the performance of any duty owed by the Trustee to the Beneficiary.

The Trustee may furnish a Certification of Trust pursuant to Ind. Code § 30-4-4-5 in lieu of furnishing this Agreement.

4.5 No Personal Liability of Trustee

The Trustee shall not be personally liable, individually or in any non-fiduciary capacity, on any contract, lease, mortgage, note, or obligation of the Trust. Every instrument executed by the Trustee shall recite that it is executed by the Trustee solely in fiduciary capacity and not personally. No recourse shall lie against the Trustee individually for any obligation arising out of or relating to the Real Estate.

ARTICLE V. DIRECTION BY BENEFICIARY; DIRECTION HOLDER

5.1 Direction Procedure

All directions to the Trustee shall be:

• ☐ In writing, signed by the Beneficiary or Direction Holder;
• ☐ Delivered to the Trustee at the address in Section 1.1 (or such other address designated in writing);
• ☐ Sufficiently specific to identify the action directed (instrument to be executed, party to whom delivered, consideration, conditions, etc.); and
• ☐ Accompanied by all documents and funds necessary for the Trustee's execution.

The Trustee may rely on any direction reasonably believed to be genuine and shall have no duty to investigate the authenticity of any signature.

5.2 Multiple Beneficiaries — Required Vote

If there is more than one Beneficiary, directions must be signed by Beneficiaries holding at least [majority/all/_____ percent] of the Beneficial Interest, unless otherwise specified herein. In case of conflicting directions, the Trustee may (i) follow the direction signed by holders of a majority of Beneficial Interest, (ii) await unanimous direction, or (iii) petition the Probate Division of the [____________________] County Circuit/Superior Court under Ind. Code § 30-4-3-18 for instructions.

5.3 Designation of Direction Holder

The Beneficiary may, by signed written instrument delivered to the Trustee, designate or remove a Direction Holder. A Direction Holder acts as the Beneficiary's agent for purposes of directing the Trustee, but is not a fiduciary to the Beneficiary unless otherwise expressly assumed in a separate writing.

5.4 Trustee's Refusal to Act

The Trustee may, in its sole discretion, refuse to act on a direction that:

• a. Appears unlawful, fraudulent, or in breach of fiduciary duty;
• b. Would expose the Trustee to personal liability not adequately indemnified;
• c. Requires the Trustee to take possession of, operate, or manage the Real Estate;
• d. Lacks accompanying funds, documents, or insurance certificates; or
• e. Conflicts with a prior, unrevoked direction from another Beneficiary.

The Trustee may petition the court for instructions under Ind. Code § 30-4-3-18 and shall not be liable for delay in such circumstances.

ARTICLE VI. BENEFICIAL INTEREST AS PERSONAL PROPERTY

6.1 Characterization

The Beneficial Interest is personal property and shall be governed for all purposes (including succession, marital property characterization, creditor's rights, and tax characterization to the extent permitted by federal and Indiana law) as personal property under Ind. Code § 30-4-1-2.

6.2 No Real Estate Rights

No Beneficiary, by virtue of holding the Beneficial Interest, holds (a) any legal or equitable estate in the Real Estate, (b) any right to a deed, conveyance, or partition of the Real Estate, or (c) any right of possession except through direction to the Trustee under Article V or by direct occupancy agreement with the Trustee.

6.3 Creditor Limitations

The Beneficiary acknowledges that:

• a. Indiana law does not afford special creditor protection to land-trust beneficial interests beyond the general rules governing personal property and trust interests.
• b. A judgment creditor of the Beneficiary may charge or attach the Beneficial Interest as personal property, subject to applicable exemption statutes.
• c. This Trust is NOT a self-settled asset protection trust and provides no spendthrift protection unless an express spendthrift provision is added (see Section 6.4).

6.4 Optional Spendthrift Provision

☐ The following spendthrift provision applies: No Beneficiary shall have power to assign, anticipate, encumber, or otherwise transfer the Beneficial Interest, voluntarily or involuntarily, and the Beneficial Interest shall not be subject to claims of creditors, except to the extent required by Ind. Code § 30-4-2-15 (exception creditors).

☐ No spendthrift provision applies; the Beneficial Interest is freely assignable.

ARTICLE VII. ASSIGNMENT OF BENEFICIAL INTEREST

7.1 Method of Assignment

Subject to Article VI, the Beneficial Interest (or any fractional share) may be assigned by written assignment, in substantially the form attached as Exhibit C, signed by the assignor and lodged with the Trustee. No assignment is effective against the Trustee until lodged and accepted in writing by the Trustee.

7.2 Trustee Acceptance and Refusal

The Trustee may decline to accept an assignment that (a) is not in proper form, (b) violates a spendthrift provision, (c) would result in the Beneficial Interest being held by a person prohibited by federal sanctions or anti-money-laundering law, or (d) lacks any required certification (Form W-9, OFAC, etc.).

7.3 Effect of Assignment

A duly accepted assignment substitutes the assignee for the assignor as Beneficiary for the assigned portion. The Trustee shall amend Exhibit A accordingly.

ARTICLE VIII. SUCCESSOR BENEFICIARIES (DEATH OF BENEFICIARY)

8.1 Designation of Successor Beneficiary

Upon the death of a Beneficiary, the Beneficial Interest of the deceased Beneficiary shall pass to the Successor Beneficiary designated on Exhibit A, free of probate and without further action by the Trustee, except delivery to the Trustee of:

• ☐ Certified copy of death certificate;
• ☐ Affidavit of Successor Beneficiary identifying themselves; and
• ☐ Required tax-identification documentation.

8.2 Multiple Successors

If multiple Successor Beneficiaries are designated, they shall hold the Beneficial Interest in the shares specified on Exhibit A. If no shares are specified, they shall hold in equal shares as tenants in personal property in common.

8.3 Failure of Designation

If no Successor Beneficiary is then living (or if no valid designation exists), the Beneficial Interest shall pass to the estate of the deceased Beneficiary and be administered through Indiana probate.

8.4 Revocation/Modification of Designation

The Beneficiary may revoke or modify a Successor Beneficiary designation at any time by written instrument signed by the Beneficiary and lodged with the Trustee. The most recently lodged designation controls.

ARTICLE IX. SUCCESSOR TRUSTEES

9.1 Resignation

The Trustee may resign at any time upon thirty (30) days' written notice to the Beneficiary, accompanied by a final accounting.

9.2 Removal

The Beneficiary, by written instrument signed by holders of at least [majority/all] of the Beneficial Interest, may remove the Trustee for cause or without cause, subject to payment of all accrued fees and expenses.

9.3 Appointment of Successor

A Successor Trustee shall be appointed by:

• a. The Beneficiary (by holders of a majority of the Beneficial Interest); or
• b. If the Beneficiary fails to appoint within sixty (60) days, by the Probate Division of [____________________] County Circuit/Superior Court on petition under Ind. Code § 30-4-3-29.

9.4 Conveyance to Successor

Upon appointment, the predecessor Trustee shall execute and deliver a deed and assignment vesting title and all trust property in the Successor Trustee, which deed shall be recorded in the County Recorder's office.

ARTICLE X. COMPENSATION, INDEMNIFICATION, AND LIABILITY

10.1 Trustee Compensation

The Trustee shall receive compensation as follows:

• ☐ Initial acceptance fee: $[____________]
• ☐ Annual administration fee: $[____________]
• ☐ Per-transaction fee for deeds, mortgages, leases: $[____________]
• ☐ Hourly rate for extraordinary services: $[____________] per hour
• ☐ Reimbursement of all out-of-pocket expenses (recording, courier, legal counsel)

10.2 Standard of Care

The Trustee shall administer the Trust with the care of a prudent person dealing with the property of another in the limited scope authorized by this Agreement (Ind. Code § 30-4-3-6), recognizing that the Trustee's role is administrative and ministerial only.

10.3 Indemnification by Beneficiary

The Beneficiary shall indemnify, defend, and hold harmless the Trustee from and against all claims, losses, liabilities, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) the Real Estate or its condition, (b) any direction given by the Beneficiary, (c) any failure of the Beneficiary to perform any obligation, or (d) any environmental, tort, or contract claim concerning the Real Estate — except to the extent caused by the Trustee's own willful misconduct or gross negligence.

10.4 Trustee Lien

The Trustee shall have a first lien on the Real Estate and on the Beneficial Interest for all unpaid compensation, expenses, and indemnification claims, enforceable by retention, sale (on direction or court order), or set-off against trust proceeds.

ARTICLE XI. TERM AND TERMINATION; RULE AGAINST PERPETUITIES

11.1 Maximum Duration

This Trust shall continue until the earlier of:

• a. The date on which the Beneficiary directs the Trustee to convey the Real Estate to the Beneficiary or a third party and the Trust holds no remaining trust property;
• b. The date specified in Section 11.2; or
• c. Twenty-one (21) years after the death of the last survivor of the Beneficiaries and their issue living on the date of execution (the "Perpetuities Date"), as required by Ind. Code § 32-17-13 (Indiana Uniform Statutory Rule Against Perpetuities, with 90-year wait-and-see alternative).

11.2 Stated Termination Date

This Trust shall terminate on [__/__/____] unless previously terminated under Section 11.1.

11.3 Termination Procedure

On termination, the Trustee shall:

• a. Convey the Real Estate to the Beneficiary (or as the Beneficiary directs) by appropriate deed of conveyance, recorded in the County Recorder's office;
• b. Distribute all remaining trust property to the Beneficiary;
• c. Pay or reserve for unpaid trustee compensation, expenses, indemnification, and known liabilities; and
• d. Render a final accounting under Ind. Code § 30-4-5-12.

11.4 Sale and Distribution if No Direction

If the Trustee receives no direction within sixty (60) days after the Perpetuities Date or stated termination date, the Trustee may (i) convey the Real Estate to the Beneficiary in kind, or (ii) petition the court for instructions under Ind. Code § 30-4-3-18.

ARTICLE XII. TAX PROVISIONS

12.1 Grantor Trust Status

The parties intend that, for federal and Indiana income tax purposes, this Trust be treated as a [grantor trust as to the Settlor/grantor trust as to the Beneficiary/non-grantor trust]. All items of income, gain, loss, deduction, and credit shall be reported in accordance with that intent. The Trustee shall not be responsible for federal or state income, gift, estate, or transfer tax filings except as expressly directed and funded by the Beneficiary.

12.2 Real Estate Taxes and Assessments

The Beneficiary shall be solely responsible for payment of all ad valorem real estate taxes, special assessments, drainage assessments, and tax-sale obligations. The Trustee shall promptly forward to the Beneficiary all tax bills and assessment notices received but shall have no duty to pay them.

12.3 Transfer Tax and Sales Disclosure

The Beneficiary shall be responsible for any Indiana sales disclosure filing under Ind. Code § 6-1.1-5.5 and any applicable transfer or recording taxes on the deed in trust, deeds out of trust, and assignments of Beneficial Interest.

12.4 IRS Reporting

The Trustee shall obtain or use a federal taxpayer identification number as appropriate. [Choose: TIN of Settlor (grantor trust) / Trust EIN / TIN of Beneficiary].

ARTICLE XIII. GENERAL PROVISIONS AND GOVERNING LAW

13.1 Governing Law

This Agreement, the Trust, and the rights and duties of all parties shall be governed by and construed under the laws of the State of Indiana, including without limitation Ind. Code § 30-4, without regard to conflicts-of-law principles.

13.2 Exclusive Jurisdiction

Exclusive jurisdiction over any dispute arising under or relating to this Agreement shall lie in the Probate Division of the Circuit or Superior Court of [____________________] County, Indiana, in accordance with Ind. Code § 33-29-1-1.5 (and Ind. Code § 33-33-49-9 for Marion County).

13.3 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable consistent with the parties' intent.

13.4 Amendment

This Agreement may be amended only by written instrument signed by the Settlor (if living and not under disability), the Trustee, and all Beneficiaries. After the Settlor's death or disability, amendment requires the Trustee and all Beneficiaries.

13.5 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures are permitted to the extent allowed under the Indiana Uniform Electronic Transactions Act (Ind. Code § 26-2-8) and the Indiana Uniform Real Property Electronic Recording Act (Ind. Code § 32-21-2.5), provided that the Deed in Trust and any deed out of trust are executed with original signatures and notarial acknowledgment as required for recording.

13.6 Notices

All notices shall be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth in Section 1.1, or such other address as a party may designate by written notice.

13.7 Headings

Headings are for convenience only and shall not affect interpretation.

13.8 Entire Agreement

This Agreement (with its Schedules and Exhibits) constitutes the entire agreement between the parties regarding the Trust and supersedes all prior negotiations and understandings.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Indiana Land Trust Agreement as of the date first written above.

Settlor

Trustee (Accepting Trusteeship)

Initial Beneficiary

NOTARIAL ACKNOWLEDGMENT (Settlor)

STATE OF INDIANA )
) SS:
COUNTY OF [____________________] )

Before me, a Notary Public in and for said County and State, personally appeared [SETTLOR FULL LEGAL NAME], who acknowledged the execution of the foregoing Indiana Land Trust Agreement as their free and voluntary act, on this _____ day of __________________, 20____.

_____________________________________
Notary Public

Printed Name: ________________________
County of Residence: __________________
My Commission Expires: [__/__/____]
Commission No.: ______________________

[SEAL]

NOTARIAL ACKNOWLEDGMENT (Trustee)

STATE OF INDIANA )
) SS:
COUNTY OF [____________________] )

Before me, a Notary Public in and for said County and State, personally appeared [TRUSTEE FULL LEGAL NAME], who acknowledged the execution of the foregoing Indiana Land Trust Agreement as their free and voluntary act in fiduciary capacity, on this _____ day of __________________, 20____.

_____________________________________
Notary Public

Printed Name: ________________________
County of Residence: __________________
My Commission Expires: [__/__/____]
Commission No.: ______________________

[SEAL]

NOTARIAL ACKNOWLEDGMENT (Beneficiary)

STATE OF INDIANA )
) SS:
COUNTY OF [____________________] )

Before me, a Notary Public in and for said County and State, personally appeared [BENEFICIARY FULL LEGAL NAME], who acknowledged the execution of the foregoing Indiana Land Trust Agreement as their free and voluntary act, on this _____ day of __________________, 20____.

_____________________________________
Notary Public

Printed Name: ________________________
County of Residence: __________________
My Commission Expires: [__/__/____]
Commission No.: ______________________

[SEAL]

EXHIBIT A — BENEFICIAL INTEREST SCHEDULE

(Beneficial Interest is personal property under Ind. Code § 30-4-1-2)

Beneficiary Signature(s):

_____________________________________ Date: [__/__/____]

_____________________________________ Date: [__/__/____]

EXHIBIT B — TRUST PROPERTY SCHEDULE

Full legal descriptions attached as Schedule B-1.

EXHIBIT C — FORM OF ASSIGNMENT OF BENEFICIAL INTEREST

ASSIGNMENT OF BENEFICIAL INTEREST

For valuable consideration, the receipt of which is acknowledged, the undersigned, [ASSIGNOR NAME] ("Assignor"), assigns, transfers, and sets over to [ASSIGNEE NAME] ("Assignee") an undivided [____]% beneficial interest in the [TRUST NAME] Land Trust under Trust Agreement dated [__/__/____], together with all rights, powers, and privileges appurtenant thereto.

The Assignor warrants that (a) Assignor is the lawful owner of the assigned Beneficial Interest, (b) the interest is free of liens, encumbrances, and adverse claims (except as disclosed in writing to the Trustee), and (c) no spendthrift, restraint, or governing-law restriction prohibits this assignment.

This assignment is effective upon (i) execution and (ii) the Trustee's written acceptance.

ACCEPTED BY TRUSTEE:

SOURCES AND REFERENCES

• Ind. Code § 30-4 (Indiana Trust Code), particularly:
• § 30-4-1-2 (Definitions; beneficiary's interest may be personal property)
• § 30-4-2-1 (Written-trust requirement)
• § 30-4-2-6 (Trustee takes legal title)
• § 30-4-3-3 (General trustee powers)
• § 30-4-3-18 (Petition for instructions)
• § 30-4-4-5 (Certification of Trust)
• § 30-4-5-12 (Accounting)
• Ind. Code § 32-17-13 (Indiana Uniform Statutory Rule Against Perpetuities)
• Ind. Code § 32-21-1-1 et seq. (Conveyances; Statute of Frauds)
• Ind. Code § 32-21-2-3 (Recording statutes)
• Ind. Code § 6-1.1-5.5 (Sales disclosure form)
• Indiana iga.in.gov — current Indiana Code: https://iga.in.gov/laws/current/ic/titles/30/