SECTIONS 23000-23006

23000.  "Real estate investment trust" as used in this part meansany unincorporated association or trust formed to engage in businessand managed by, or under the direction of, one or more trustees forthe benefit of the holders or owners (hereinafter in this part"shareowners") of transferable shares of beneficial interest in thetrust estate (hereinafter in this part "shares") and which meets oneof the following two tests: (a) It received, prior to the effective date of this part, anorder, permit or qualification from the Commissioner of Corporationspursuant to the provisions of the Corporate Securities Law of 1968 orany predecessor statute finding that it was a real estate investmenttrust, notwithstanding the subsequent amendment, suspension orrevocation of any such finding, order, permit or qualification, andit has for one or more of its three fiscal years immediately prior tothe effective date of this part complied with, or in good faithfiled a federal income tax return on the basis that it has compliedwith the requirements for real estate investment trusts set forth inSection 856 of the Federal Internal Revenue Code; or (b) It is formed for the purpose of engaging in business as a realestate investment trust under Part II of Subchapter M of Chapter 1of Subtitle A of the Federal Internal Revenue Code of 1954, asamended from time to time; the sale of its shares has been qualifiedat any time by the Commissioner of Corporations pursuant to theCorporate Securities Law of 1968; and in good faith it has commencedbusiness as a real estate investment trust. An unincorporated association or trust which otherwise meets therequirements of this section shall not be affected in its status as areal estate investment trust whether or not it is in fact taxablefor any year or years under Part II of Subchapter M of Chapter 1 ofSubtitle A of the Federal Internal Revenue Code of 1954, as amendedfrom time to time.23001.  No shareowner of a real estate investment trust shall bepersonally liable as such for any liabilities, debts or obligationsof, or claims against, the real estate investment trust, whetherarising before or after such shareowner became the owner or holder ofthe shares thereof.23002.  Section 23001 shall apply to any real estate investmenttrust organized under the laws of this state with respect toliabilities, debts, obligations and claims wherever arising, and toany real estate investment trust organized under the laws of aforeign jurisdiction with respect to liabilities, debts, obligationsand claims arising in this state.23003.  A real estate investment trust shall not issue any securityredeemable at the option of the holder of the security.23004.  Section 23001 shall apply with respect to all liabilities,debts, obligations of, and claims against, a real estate investmenttrust arising after the effective date of this part, and prior lawshall continue to govern with respect to liabilities, debts,obligations and claims existing on the effective date of this part.No implication shall be created by the adoption of this part that theholders or owners of shares of beneficial interest in businesstrusts which do not meet the definition of real estate investmenttrust in Section 23000 are, or are not, as such, personally liablefor the liabilities, debts or obligations of, or claims against, anysuch trust.23005.  The provisions of Sections 1400 and 1402 governingbankruptcy reorganizations for corporations also apply to real estateinvestment trusts. For that purpose where the term "corporation" isused in such sections it shall also include the term "real estateinvestment trust," the terms "director" or "board of directors" shallinclude "trustee" or "board of trustees," the term "articles" shallinclude "declaration of trust" and the term "capital stock" shallinclude "shares of beneficial interest."23006.  (a) The following entities may be merged pursuant to thisarticle: (1) Any two or more real estate investment trusts into one realestate investment trust, provided that the merger is specificallypermitted by the declarations of trust, and that procedure isdetailed in those declarations. (2) One or more real estate investment trusts with one or morelimited partnerships into one limited partnership, provided that themerger is specifically permitted by the declarations of trust, andthat procedure is detailed in those declarations. (3) One or more real estate investment trusts with one or morelimited partnerships into one real estate investment trust, providedthat the merger is specifically permitted by the declarations oftrust, and that procedure is detailed in those declarations. (b) Any merger under this section shall only be effective upon theapproval of the holders of a majority of the shares of beneficialinterest of the real estate investment trust.