Under the Uniform Trust Code, co-trustee decision-making and liability work on a few default rules: when three or more co-trustees serve, a majority vote carries; when only two serve, both must agree; a co-trustee who does not join in another’s action is generally not personally liable for it, but that protection evaporates if you failed to participate in administration, failed to take reasonable steps to prevent a serious breach, or joined in a majority action without timely dissent. Everything below assumes the trust instrument is silent on the point in question, because the trust document overrides nearly every UTC default.
Read the Trust Document First
UTC Section 105 lets the terms of the trust override almost every rule in the code.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code If the document requires unanimous approval for distributions, that controls even though the UTC would allow a majority vote. If it gives one co-trustee sole authority over investments and another sole authority over distributions, the shared-responsibility defaults step aside. Before invoking any provision discussed here, confirm the document doesn’t address the point more specifically.
How Co-Trustees Vote
When a trust names three or more co-trustees and says nothing about voting, UTC Section 703(a) allows decisions by majority vote.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code This departs deliberately from the old common-law rule requiring unanimity for every administrative action. The drafters decided that unanimity in groups of three or more created too much risk of paralysis, especially when one person was simply dragging their feet.
With only two co-trustees, both must agree before the trust can act. Any disagreement produces a stalemate. The two-trustee structure is common in family trusts where a spouse and an adult child serve together, and deadlock is a real possibility worth planning for.
These voting rules cover the full range of administration: choosing investments, timing distributions, hiring accountants. A single co-trustee cannot act alone on routine matters unless the trust document grants that authority or an emergency exception applies.
When One Co-Trustee Can Act Alone
The UTC treats a co-trustee as unavailable when they cannot serve due to absence, illness, disqualification under another law, or temporary incapacity. Under Section 703(c), the remaining co-trustees can then exercise the full powers of the office.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code Hospitalization, extended travel, and a temporary conflict of interest all fit.
Section 703(d) goes further for genuine emergencies. When prompt action is needed to protect trust property and a co-trustee is unavailable, even a single remaining co-trustee can act alone. A sudden market crisis, an urgent property repair, or time-sensitive litigation defense all qualify. These emergency powers are narrow and temporary. Once the crisis passes or the absent co-trustee returns, normal decision-making resumes.
A co-trustee who has properly delegated a specific function to another co-trustee is also treated as unavailable for that function.
Dividing Duties Between Co-Trustees
Section 703(e) allows co-trustees to divide responsibilities by delegating specific functions to one another, with one significant limit: a co-trustee cannot hand off any function the settlor reasonably expected the group to perform together.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code If the settlor chose two people because they wanted both sets of eyes on investment decisions, neither can unilaterally pass that job to the other.
The scope of a permissible delegation turns on why the settlor appointed multiple trustees in the first place. When a trust names a corporate trustee alongside a family member, the inference is that the corporate trustee handles investments and recordkeeping while the family member weighs in on discretionary distributions. When two siblings serve together, the settlor may have intended them to check each other on every significant decision. Even when delegation is proper, it can be revoked at any time unless specifically made irrevocable.
When Co-Trustees Deadlock
Deadlocks are most common in two-trustee arrangements but also arise when a larger group splits evenly. If the trust document contains no tie-breaker, the cheapest first option is informal negotiation, sometimes with a mediator. Many disputes involve genuine differences of opinion about investment strategy or distribution timing rather than bad faith, and a structured conversation can resolve them.
When negotiation fails, either co-trustee can petition the court for instructions. The court’s discretion is broad. It may decide the disputed question itself, appoint an additional trustee to break ties on an ongoing basis, or appoint a temporary decision-maker (sometimes called a trustee ad litem) who resolves the specific issue and then steps aside. Litigation is expensive and slow, which is why settlors should build deadlock-breaking mechanisms into the document.
When You’re Liable for Another Co-Trustee’s Actions
The baseline rule under Section 703(f) is favorable: a co-trustee who does not join in another co-trustee’s action is not liable for that action.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code If your co-trustee makes an unauthorized distribution while you are on vacation and you had no involvement, the loss does not fall on you under this baseline rule.
That protection disappears quickly if you weren’t paying attention. Section 703(c) requires every co-trustee to participate in the performance of trustee functions unless genuinely unavailable or properly delegated.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code A co-trustee who checks out, stops reviewing account statements, and lets their counterpart run the trust unsupervised can be held liable for losses that participation would have prevented. Accepting the title but ignoring the work is itself a breach.
Section 703(g) adds a separate and more demanding duty: every co-trustee must exercise reasonable care to prevent a co-trustee from committing a serious breach of trust, and to compel one who has already committed a breach to redress it.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code If you notice your co-trustee funneling trust assets into a personal account and you do nothing, your inaction makes you personally liable for the resulting losses.
Practical steps escalate with the problem. Communicating your concern to the co-trustee is the minimum. If that doesn’t stop the behavior, a written objection creates a record. If the breach is serious and ongoing, petitioning the court for instructions or removal is the only way to avoid being dragged into personal liability for someone else’s wrongdoing.
How to Dissent and Still Protect Yourself
When a majority of co-trustees decides on a course of action you believe is wrong, the UTC gives you a specific escape hatch. Under Section 703(h), a dissenting co-trustee who joins in the majority’s action but notifies any co-trustee of the dissent at or before the time of the action is not personally liable for the consequences.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code This protects a minority co-trustee who is outvoted but still required to cooperate.
The protection has one critical limit: it does not apply if the majority’s action amounts to a serious breach of trust. A co-trustee who knows the majority is about to do something genuinely harmful to beneficiaries cannot file a dissent and walk away. Under Section 703(g), that co-trustee still has to take reasonable steps to stop the breach, going to court if necessary.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code The line between ordinary disagreement and serious breach is where this gets difficult in practice.
The UTC doesn’t explicitly require dissent to be in writing, but a written record sent at or before the time of the action is the only reliable way to prove it later. A verbal objection at a meeting that no one else remembers is worth very little when a beneficiary sues.
Resigning or Being Removed
A co-trustee who wants out can resign by giving at least 30 days’ notice to the settlor (if still living), all qualified beneficiaries, and any remaining co-trustees, or can resign with court approval. Resigning does not erase liability for anything that happened while the co-trustee was serving. Any claims related to prior acts or omissions survive the resignation.
Involuntary removal requires a court proceeding. Under Section 706, a court can remove a co-trustee when it finds removal serves the best interests of the beneficiaries and a suitable replacement is available. Grounds include:
- Serious breach of trust, such as misappropriation, self-dealing, or a pattern of investment decisions that clearly violate the duty of care.
- Lack of cooperation, meaning persistent conflict between co-trustees that substantially impairs day-to-day administration.
- Unfitness or persistent failure, where a co-trustee is unable or unwilling to perform duties effectively even if no single act rises to a breach.
- Substantial change of circumstances making the current arrangement unworkable, though a corporate trustee’s internal reorganization does not count on its own.
Courts set a high bar for removal, particularly when the settlor personally chose the co-trustee. Strong evidence is typically required, not just personality clashes or strategic disagreements. Hostility between a co-trustee and beneficiaries, by itself, usually isn’t enough unless the co-trustee provoked it and it threatens trust assets.
Compensation
When the trust document doesn’t set compensation, Section 708 entitles each co-trustee to reasonable compensation based on the circumstances.1National Conference of Commissioners on Uniform State Laws. Uniform Trust Code What counts as reasonable depends on the complexity of the trust, the time required, the skill involved, and local norms. Multiple co-trustees sharing a trust do not each receive a full standalone fee: compensation is based on the total services provided by all co-trustees, split or allocated by the work each actually performs. Co-trustees are also entitled to reimbursement from the trust for expenses properly incurred, and advances of personal funds to protect trust property create a lien against trust assets for repayment with reasonable interest.