§ 1641. Executors', fiduciaries' and trustees' conveyances to certain corporations in exchange for certain stocks and bonds authorized and regulated. 1. Whenever an executor, trustee, guardian of an infant, committee of a person incompetent to manage himself or his affairs, conservator of a person unable to care for his affairs, or other person or persons acting in a fiduciary capacity, or a life tenant, is authorized to sell any real property or any interest therein pursuant to a power contained in a deed or will, or pursuant to a judgment or order of the supreme court in an action or special proceeding pursuant to any provision of law, or pursuant to a statutory power to sell or exchange any real property, or any interest therein, or whenever a trustee of an express trust is seized of a legal title to an undivided share or interest in any real property, and the said property has been or is about to be conveyed to a corporation formed or to be formed for such purpose, and two-thirds in number and amount of interest of the adult beneficiaries and also two-thirds in number and amount of interest of the adult persons having a vested interest or estate in possession, reversion or remainder in such real property have agreed, or desire to agree that their interests and estates shall be exchanged for the stock and bonds or either the stock or bonds of such corporation, then the said executor, trustee, guardian, committee, conservator or other person or persons acting in a fiduciary capacity, or the life tenant or tenants, may, with the approval of the supreme court, convey such real property or interest to such corporation in exchange for the stock or bonds of such corporation, or a proportionate amount thereof, provided, however, that such corporation shall be prohibited by its certificate of incorporation from investing in any stocks, bonds or other securities other than real property which are not under the laws of this state a proper subject for the investment of trust funds, and provided further that if the interest of a trust estate in any real property to be so exchanged is an undivided part or share therein, such undivided part or share of the trust estate may be so exchanged if it shall appear to the court to be for the best interest of such estate.

2. The supreme court shall not grant an order permitting such an exchange and conveyance unless it appears to the satisfaction of such court that a written notice stating the time and place of the application for such leave has been served upon every beneficiary and also upon every person in being having a vested interest or estate in possession, reversion or remainder, in such real property at least eight days before the making thereof, if such beneficiary or other person is an adult within the state; or if a minor, incompetent, conservatee, or absentee, until proof of the service on such beneficiary or other person of such notice as the court or a justice thereof prescribes.

3. The court shall appoint a guardian for any minor and for any person unable to manage himself or his affairs who shall not be represented by a committee or conservator duly appointed.

4. The application must be by petition duly verified, must be made by the executor, trustee, guardian of an infant, committee, conservator, or such other person or persons acting in a fiduciary capacity, or a life tenant who has been so authorized to sell or exchange, or by the trustee of an express trust seized of a legal title to an undivided share or interest in real property; and shall set forth the reasons for such exchange and conveyance and the nature thereof and the peculiar facts which make it proper that the application shall be granted, but when the interest of a trust estate in any real property is an undivided part or share thereof, it shall be sufficient to show by such petition that the exchange will be for the best interests of such estate. After taking proof of the facts either before the court or a referee, and hearing the parties and fully examining into the matter, the court must direct judgment upon the application. In case the application is granted, the judgment must authorize the said executor, trustee, guardian of an infant, committee, conservator, or other person or persons acting in a fiduciary capacity or life tenant, to make such exchange and conveyance upon such terms and conditions as the court may therein prescribe.

5. Whenever it shall appear from the papers submitted upon the application that there are conflicting claims in respect to the ownership of or the right to sell and convey such real property or any interest therein, the court may, within the demand for relief as evidenced by the notice of application, and if all adult beneficiaries, and also all adult persons having a vested interest or estate in possession, reversion or remainder in such real property under such conflicting claims consent thereto, direct that the stock and bonds or either the stock or bonds to be given by the corporation in exchange for such real property or interest therein shall be issued to and held by a trust company authorized to hold moneys paid into court upon such terms and conditions and with such powers as the court shall prescribe until the further order of the court.