11 U.S.C. § 541 — Property of the estate

Page 160 TITLE 11—BANKRUPTCY § 528 (d) A debt relief agency shall maintain a copy of the notices required under subsection (a) of this section for 2 years after the date on which the notice is given the assisted person. (Added Pub. L. 109–8, title II, § 228(a), Apr. 20, 2005, 119 Stat. 69; amended Pub. L. 111–327, § 2(a)(21), Dec. 22, 2010, 124 Stat. 3560.) Editorial Notes AMENDMENTS 2010—Subsec. (b). Pub. L. 111–327 substituted ‘‘Sched- ules, and Statement of Financial Affairs, and in some cases a Statement of Intention,’’ for ‘‘Schedules and Statement of Financial Affairs, as well as in some cases a Statement of Intention’’ in third sentence of fourth undesignated par. Statutory Notes and Related Subsidiaries EFFECTIVE DATE Section effective 180 days after Apr. 20, 2005, and not applicable with respect to cases commenced under this title before such effective date, except as otherwise provided, see section 1501 of Pub. L. 109–8, set out as an Effective Date of 2005 Amendment note under section 101 of this title. § 528. Requirements for debt relief agencies (a) A debt relief agency shall— (1) not later than 5 business days after the first date on which such agency provides any bankruptcy assistance services to an assisted person, but prior to such assisted person’s pe- tition under this title being filed, execute a written contract with such assisted person that explains clearly and conspicuously— (A) the services such agency will provide to such assisted person; and (B) the fees or charges for such services, and the terms of payment; (2) provide the assisted person with a copy of the fully executed and completed contract; (3) clearly and conspicuously disclose in any advertisement of bankruptcy assistance serv- ices or of the benefits of bankruptcy directed to the general public (whether in general media, seminars or specific mailings, tele- phonic or electronic messages, or otherwise) that the services or benefits are with respect to bankruptcy relief under this title; and (4) clearly and conspicuously use the fol- lowing statement in such advertisement: ‘‘We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.’’ or a substantially similar statement. (b)(1) An advertisement of bankruptcy assist- ance services or of the benefits of bankruptcy di- rected to the general public includes— (A) descriptions of bankruptcy assistance in connection with a chapter 13 plan whether or not chapter 13 is specifically mentioned in such advertisement; and (B) statements such as ‘‘federally supervised repayment plan’’ or ‘‘Federal debt restruc- turing help’’ or other similar statements that could lead a reasonable consumer to believe that debt counseling was being offered when in fact the services were directed to providing bankruptcy assistance with a chapter 13 plan or other form of bankruptcy relief under this title. (2) An advertisement, directed to the general public, indicating that the debt relief agency provides assistance with respect to credit de- faults, mortgage foreclosures, eviction pro- ceedings, excessive debt, debt collection pres- sure, or inability to pay any consumer debt shall— (A) disclose clearly and conspicuously in such advertisement that the assistance may involve bankruptcy relief under this title; and (B) include the following statement: ‘‘We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.’’ or a substantially similar statement. (Added Pub. L. 109–8, title II, § 229(a), Apr. 20, 2005, 119 Stat. 71.) Statutory Notes and Related Subsidiaries EFFECTIVE DATE Section effective 180 days after Apr. 20, 2005, and not applicable with respect to cases commenced under this title before such effective date, except as otherwise provided, see section 1501 of Pub. L. 109–8, set out as an Effective Date of 2005 Amendment note under section 101 of this title. SUBCHAPTER III—THE ESTATE § 541. Property of the estate (a) The commencement of a case under section 301, 302, or 303 of this title creates an estate. Such estate is comprised of all the following property, wherever located and by whomever held: (1) Except as provided in subsections (b) and (c)(2) of this section, all legal or equitable in- terests of the debtor in property as of the com- mencement of the case. (2) All interests of the debtor and the debt- or’s spouse in community property as of the commencement of the case that is— (A) under the sole, equal, or joint manage- ment and control of the debtor; or (B) liable for an allowable claim against the debtor, or for both an allowable claim against the debtor and an allowable claim against the debtor’s spouse, to the extent that such interest is so liable. (3) Any interest in property that the trustee recovers under section 329(b), 363(n), 543, 550, 553, or 723 of this title. (4) Any interest in property preserved for the benefit of or ordered transferred to the estate under section 510(c) or 551 of this title. (5) Any interest in property that would have been property of the estate if such interest had been an interest of the debtor on the date of the filing of the petition, and that the debtor acquires or becomes entitled to acquire within 180 days after such date— (A) by bequest, devise, or inheritance; (B) as a result of a property settlement agreement with the debtor’s spouse, or of an interlocutory or final divorce decree; or (C) as a beneficiary of a life insurance pol- icy or of a death benefit plan. (6) Proceeds, product, offspring, rents, or profits of or from property of the estate, ex- cept such as are earnings from services per- Page 161 TITLE 11—BANKRUPTCY § 541 1 See References in Text note below. 2 See Adjustment of Dollar Amounts notes below. formed by an individual debtor after the com- mencement of the case. (7) Any interest in property that the estate acquires after the commencement of the case. (b) Property of the estate does not include— (1) any power that the debtor may exercise solely for the benefit of an entity other than the debtor; (2) any interest of the debtor as a lessee under a lease of nonresidential real property that has terminated at the expiration of the stated term of such lease before the com- mencement of the case under this title, and ceases to include any interest of the debtor as a lessee under a lease of nonresidential real property that has terminated at the expiration of the stated term of such lease during the case; (3) any eligibility of the debtor to partici- pate in programs authorized under the Higher Education Act of 1965 (20 U.S.C. 1001 et seq.; 42 U.S.C. 2751 et seq.),1 or any accreditation sta- tus or State licensure of the debtor as an edu- cational institution; (4) any interest of the debtor in liquid or gaseous hydrocarbons to the extent that— (A)(i) the debtor has transferred or has agreed to transfer such interest pursuant to a farmout agreement or any written agree- ment directly related to a farmout agree- ment; and (ii) but for the operation of this paragraph, the estate could include the interest referred to in clause (i) only by virtue of section 365 or 544(a)(3) of this title; or (B)(i) the debtor has transferred such in- terest pursuant to a written conveyance of a production payment to an entity that does not participate in the operation of the prop- erty from which such production payment is transferred; and (ii) but for the operation of this paragraph, the estate could include the interest referred to in clause (i) only by virtue of section 365 or 542 of this title; (5) funds placed in an education individual retirement account (as defined in section 530(b)(1) of the Internal Revenue Code of 1986) not later than 365 days before the date of the filing of the petition in a case under this title, but— (A) only if the designated beneficiary of such account was a child, stepchild, grand- child, or stepgrandchild of the debtor for the taxable year for which funds were placed in such account; (B) only to the extent that such funds— (i) are not pledged or promised to any entity in connection with any extension of credit; and (ii) are not excess contributions (as de- scribed in section 4973(e) of the Internal Revenue Code of 1986); and (C) in the case of funds placed in all such accounts having the same designated bene- ficiary not earlier than 720 days nor later than 365 days before such date, only so much of such funds as does not exceed $5,000; 2 (6) funds used to purchase a tuition credit or certificate or contributed to an account in ac- cordance with section 529(b)(1)(A) of the Inter- nal Revenue Code of 1986 under a qualified State tuition program (as defined in section 529(b)(1) of such Code) not later than 365 days before the date of the filing of the petition in a case under this title, but— (A) only if the designated beneficiary of the amounts paid or contributed to such tui- tion program was a child, stepchild, grand- child, or stepgrandchild of the debtor for the taxable year for which funds were paid or contributed; (B) with respect to the aggregate amount paid or contributed to such program having the same designated beneficiary, only so much of such amount as does not exceed the total contributions permitted under section 529(b)(6) of such Code with respect to such beneficiary, as adjusted beginning on the date of the filing of the petition in a case under this title by the annual increase or de- crease (rounded to the nearest tenth of 1 per- cent) in the education expenditure category of the Consumer Price Index prepared by the Department of Labor; and (C) in the case of funds paid or contributed to such program having the same designated beneficiary not earlier than 720 days nor later than 365 days before such date, only so much of such funds as does not exceed $5,000; 2 (7) any amount— (A) withheld by an employer from the wages of employees for payment as contribu- tions— (i) to— (I) an employee benefit plan that is subject to title I of the Employee Retire- ment Income Security Act of 1974 or under an employee benefit plan which is a governmental plan under section 414(d) of the Internal Revenue Code of 1986; (II) a deferred compensation plan under section 457 of the Internal Revenue Code of 1986; or (III) a tax-deferred annuity under sec- tion 403(b) of the Internal Revenue Code of 1986; except that such amount under this sub- paragraph shall not constitute disposable income as defined in section 1325(b)(2); or (ii) to a health insurance plan regulated by State law whether or not subject to such title; or (B) received by an employer from employ- ees for payment as contributions— (i) to— (I) an employee benefit plan that is subject to title I of the Employee Retire- ment Income Security Act of 1974 or under an employee benefit plan which is a governmental plan under section 414(d) of the Internal Revenue Code of 1986; (II) a deferred compensation plan under section 457 of the Internal Revenue Code of 1986; or (III) a tax-deferred annuity under sec- tion 403(b) of the Internal Revenue Code of 1986; Page 162 TITLE 11—BANKRUPTCY § 541 except that such amount under this sub- paragraph shall not constitute disposable income, as defined in section 1325(b)(2); or (ii) to a health insurance plan regulated by State law whether or not subject to such title; (8) subject to subchapter III of chapter 5, any interest of the debtor in property where the debtor pledged or sold tangible personal prop- erty (other than securities or written or print- ed evidences of indebtedness or title) as collat- eral for a loan or advance of money given by a person licensed under law to make such loans or advances, where— (A) the tangible personal property is in the possession of the pledgee or transferee; (B) the debtor has no obligation to repay the money, redeem the collateral, or buy back the property at a stipulated price; and (C) neither the debtor nor the trustee have exercised any right to redeem provided under the contract or State law, in a timely manner as provided under State law and sec- tion 108(b); (9) any interest in cash or cash equivalents that constitute proceeds of a sale by the debt- or of a money order that is made— (A) on or after the date that is 14 days prior to the date on which the petition is filed; and (B) under an agreement with a money order issuer that prohibits the commingling of such proceeds with property of the debtor (notwithstanding that, contrary to the agreement, the proceeds may have been commingled with property of the debtor), unless the money order issuer had not taken action, prior to the filing of the petition, to require compliance with the prohibition; or (10) funds placed in an account of a qualified ABLE program (as defined in section 529A(b) of the Internal Revenue Code of 1986) not later than 365 days before the date of the filing of the petition in a case under this title, but— (A) only if the designated beneficiary of such account was a child, stepchild, grand- child, or stepgrandchild of the debtor for the taxable year for which funds were placed in such account; (B) only to the extent that such funds— (i) are not pledged or promised to any entity in connection with any extension of credit; and (ii) are not excess contributions (as de- scribed in section 4973(h) of the Internal Revenue Code of 1986); and (C) in the case of funds placed in all such accounts having the same designated bene- ficiary not earlier than 720 days nor later than 365 days before such date, only so much of such funds as does not exceed $6,225.2 Paragraph (4) shall not be construed to exclude from the estate any consideration the debtor re- tains, receives, or is entitled to receive for transferring an interest in liquid or gaseous hy- drocarbons pursuant to a farmout agreement. (c)(1) Except as provided in paragraph (2) of this subsection, an interest of the debtor in property becomes property of the estate under subsection (a)(1), (a)(2), or (a)(5) of this section notwithstanding any provision in an agreement, transfer instrument, or applicable nonbank- ruptcy law— (A) that restricts or conditions transfer of such interest by the debtor; or (B) that is conditioned on the insolvency or financial condition of the debtor, on the com- mencement of a case under this title, or on the appointment of or taking possession by a trustee in a case under this title or a custo- dian before such commencement, and that ef- fects or gives an option to effect a forfeiture, modification, or termination of the debtor’s interest in property. (2) A restriction on the transfer of a beneficial interest of the debtor in a trust that is enforce- able under applicable nonbankruptcy law is en- forceable in a case under this title. (d) Property in which the debtor holds, as of the commencement of the case, only legal title and not an equitable interest, such as a mort- gage secured by real property, or an interest in such a mortgage, sold by the debtor but as to which the debtor retains legal title to service or supervise the servicing of such mortgage or in- terest, becomes property of the estate under subsection (a)(1) or (2) of this section only to the extent of the debtor’s legal title to such prop- erty, but not to the extent of any equitable in- terest in such property that the debtor does not hold. (e) In determining whether any of the rela- tionships specified in paragraph (5)(A) or (6)(A) of subsection (b) exists, a legally adopted child of an individual (and a child who is a member of an individual’s household, if placed with such in- dividual by an authorized placement agency for legal adoption by such individual), or a foster child of an individual (if such child has as the child’s principal place of abode the home of the debtor and is a member of the debtor’s house- hold) shall be treated as a child of such indi- vidual by blood. (f) Notwithstanding any other provision of this title, property that is held by a debtor that is a corporation described in section 501(c)(3) of the Internal Revenue Code of 1986 and exempt from tax under section 501(a) of such Code may be transferred to an entity that is not such a cor- poration, but only under the same conditions as would apply if the debtor had not filed a case under this title. (Pub. L. 95–598, Nov. 6, 1978, 92 Stat. 2594; Pub. L. 98–353, title III, §§ 363(a), 456, July 10, 1984, 98 Stat. 363, 376; Pub. L. 101–508, title III, § 3007(a)(2), Nov. 5, 1990, 104 Stat. 1388–28; Pub. L. 102–486, title XXX, § 3017(b), Oct. 24, 1992, 106 Stat. 3130; Pub. L. 103–394, title II, §§ 208(b), 223, Oct. 22, 1994, 108 Stat. 4124, 4129; Pub. L. 109–8, title II, § 225(a), title III, § 323, title XII, §§ 1212, 1221(c), 1230, Apr. 20, 2005, 119 Stat. 65, 97, 194, 196, 201; Pub. L. 111–327, § 2(a)(22), Dec. 22, 2010, 124 Stat. 3560; Pub. L. 113–295, div. B, title I, § 104(a), Dec. 19, 2014, 128 Stat. 4063; Pub. L. 116–260, div. FF, title X, § 1001(a), Dec. 27, 2020, 134 Stat. 3216.) HISTORICAL AND REVISION NOTES LEGISLATIVE STATEMENTS Section 541(a)(7) is new. The provision clarifies that any interest in property that the estate acquires after Page 163 TITLE 11—BANKRUPTCY § 541 the commencement of the case is property of the es- tate; for example, if the estate enters into a contract, after the commencement of the case, such a contract would be property of the estate. The addition of this provision by the House amendment merely clarifies that section 541(a) is an all-embracing definition which includes charges on property, such as liens held by the debtor on property of a third party, or beneficial rights and interests that the debtor may have in property of another. However, only the debtor’s interest in such property becomes property of the estate. If the debtor holds bare legal title or holds property in trust for an- other, only those rights which the debtor would have otherwise had emanating from such interest pass to the estate under section 541. Neither this section nor sec- tion 545 will affect various statutory provisions that give a creditor a lien that is valid both inside and out- side bankruptcy against a bona fide purchaser of prop- erty from the debtor, or that creates a trust fund for the benefit of creditors meeting similar criteria. See Packers and Stockyards Act § 206, 7 U.S.C. 196 (1976). Section 541(c)(2) follows the position taken in the House bill and rejects the position taken in the Senate amendment with respect to income limitations on a spend-thrift trust. Section 541(d) of the House amendment is derived from section 541(e) of the Senate amendment and reit- erates the general principle that where the debtor holds bare legal title without any equitable interest, that the estate acquires bare legal title without any equitable interest in the property. The purpose of section 541(d) as applied to the secondary mortgage market is iden- tical to the purpose of section 541(e) of the Senate amendment and section 541(d) will accomplish the same result as would have been accomplished by section 541(e). Even if a mortgage seller retains for purposes of servicing legal title to mortgages or interests in mort- gages sold in the secondary mortgage market, the trustee would be required by section 541(d) to turn over the mortgages or interests in mortgages to the pur- chaser of those mortgages. The seller of mortgages in the secondary mortgage market will often retain the original mortgage notes and related documents and the seller will not endorse the notes to reflect the sale to the purchaser. Simi- larly, the purchaser will often not record the pur- chaser’s ownership of the mortgages or interests in mortgages under State recording statutes. These facts are irrelevant and the seller’s retention of the mort- gage documents and the purchaser’s decision not to record do not change the trustee’s obligation to turn the mortgages or interests in mortgages over to the purchaser. The application of section 541(d) to sec- ondary mortgage market transactions will not be af- fected by the terms of the servicing agreement between the mortgage servicer and the purchaser of the mort- gages. Under section 541(d), the trustee is required to recognize the purchaser’s title to the mortgages or in- terests in mortgages and to turn this property over to the purchaser. It makes no difference whether the serv- icer and the purchaser characterize their relationship as one of trust, agency, or independent contractor. The purpose of section 541(d) as applied to the sec- ondary mortgage market is therefore to make certain that secondary mortgage market sales as they are cur- rently structured are not subject to challenge by bank- ruptcy trustees and that purchasers of mortgages will be able to obtain the mortgages or interests in mort- gages which they have purchased from trustees without the trustees asserting that a sale of mortgages is a loan from the purchaser to the seller. Thus, as section 541(a)(1) clearly states, the estate is comprised of all legal or equitable interests of the debt- or in property as of the commencement of the case. To the extent such an interest is limited in the hands of the debtor, it is equally limited in the hands of the es- tate except to the extent that defenses which are per- sonal against the debtor are not effective against the estate. Property of the estate: The Senate amendment pro- vided that property of the estate does not include amounts held by the debtor as trustee and any taxes withheld or collected from others before the com- mencement of the case. The House amendment removes these two provisions. As to property held by the debtor as a trustee, the House amendment provides that prop- erty of the estate will include whatever interest the debtor held in the property at the commencement of the case. Thus, where the debtor held only legal title to the property and the beneficial interest in that prop- erty belongs to another, such as exists in the case of property held in trust, the property of the estate in- cludes the legal title, but not the beneficial interest in the property. As to withheld taxes, the House amendment deletes the rule in the Senate bill as unnecessary since prop- erty of the estate does not include the beneficial inter- est in property held by the debtor as a trustee. Under the Internal Revenue Code of 1954 (section 7501) [26 U.S.C. 7501], the amounts of withheld taxes are held to be a special fund in trust for the United States. Where the Internal Revenue Service can demonstrate that the amounts of taxes withheld are still in the possession of the debtor at the commencement of the case, then if a trust is created, those amounts are not property of the estate. Compare In re Shakesteers Coffee Shops, 546 F.2d 821 (9th Cir. 1976) with In re Glynn Wholesale Building Materials, Inc. (S.D. Ga. 1978) and In re Progress Tech Col- leges, Inc., 42 Aftr 2d 78–5573 (S.D. Ohio 1977). Where it is not possible for the Internal Revenue Service to demonstrate that the amounts of taxes with- held are still in the possession of the debtor at the com- mencement of the case, present law generally includes amounts of withheld taxes as property of the estate. See, e.g., United States v. Randall, 401 U.S. 513 (1973) [91 S. Ct. 991, 28 L.Ed.2d 273] and In re Tamasha Town and Country Club, 483 F.2d 1377 (9th Cir. 1973). Nonetheless, a serious problem exists where ‘‘trust fund taxes’’ with- held from others are held to be property of the estate where the withheld amounts are commingled with other assets of the debtor. The courts should permit the use of reasonable assumptions under which the In- ternal Revenue Service, and other tax authorities, can demonstrate that amounts of withheld taxes are still in the possession of the debtor at the commencement of the case. For example, where the debtor had commin- gled that amount of withheld taxes in his general checking account, it might be reasonable to assume that any remaining amounts in that account on the commencement of the case are the withheld taxes. In addition, Congress may consider future amendments to the Internal Revenue Code [title 26] making clear that amounts of withheld taxes are held by the debtor in a trust relationship and, consequently, that such amounts are not property of the estate. SENATE REPORT NO. 95–989 This section defines property of the estate, and speci- fies what property becomes property of the estate. The commencement of a bankruptcy case creates an estate. Under paragraph (1) of subsection (a), the estate is com- prised of all legal or equitable interest of the debtor in property, wherever located, as of the commencement of the case. The scope of this paragraph is broad. It in- cludes all kinds of property, including tangible or in- tangible property, causes of action (see Bankruptcy Act § 70a(6) [section 110(a)(6) of former title 11]), and all other forms of property currently specified in section 70a of the Bankruptcy Act § 70a [section 110(a) of former title 11], as well as property recovered by the trustee under section 542 of proposed title 11, if the property re- covered was merely out of the possession of the debtor, yet remained ‘‘property of the debtor.’’ The debtor’s in- terest in property also includes ‘‘title’’ to property, which is an interest, just as are a possessory interest, or lease-hold interest, for example. The result of Segal v. Rochelle, 382 U.S. 375 (1966), is followed, and the right to a refund is property of the estate. Though this paragraph will include choses in action and claims by the debtor against others, it is not in- tended to expand the debtor’s rights against others Page 164 TITLE 11—BANKRUPTCY § 541 more than they exist at the commencement of the case. For example, if the debtor has a claim that is barred at the time of the commencement of the case by the stat- ute of limitations, then the trustee would not be able to pursue that claim, because he too would be barred. He could take no greater rights than the debtor himself had. But see proposed 11 U.S.C. 108, which would permit the trustee a tolling of the statute of limitations if it had not run before the date of the filing of the petition. Paragraph (1) has the effect of overruling Lockwood v. Exchange Bank, 190 U.S. 294 (1903), because it includes as property of the estate all property of the debtor, even that needed for a fresh start. After the property comes into the estate, then the debtor is permitted to exempt it under proposed 11 U.S.C. 522, and the court will have jurisdiction to determine what property may be exempted and what remains as property of the es- tate. The broad jurisdictional grant in proposed 28 U.S.C. 1334 would have the effect of overruling Lockwood independently of the change made by this provision. Paragraph (1) also has the effect of overruling Lines v. Frederick, 400 U.S. 18 (1970). Situations occasionally arise where property osten- sibly belonging to the debtor will actually not be prop- erty of the debtor, but will be held in trust for another. For example, if the debtor has incurred medical bills that were covered by insurance, and the insurance com- pany had sent the payment of the bills to the debtor be- fore the debtor had paid the bill for which the payment was reimbursement, the payment would actually be held in a constructive trust for the person to whom the bill was owed. This section and proposed 11 U.S.C. 545 also will not affect various statutory provisions that give a creditor of the debtor a lien that is valid outside as well as inside bankruptcy, or that creates a trust fund for the benefit of a creditor of the debtor. See Packers and Stockyards Act § 206, 7 U.S.C. 196. Bankruptcy Act § 8 [section 26 of former title 11] has been deleted as unnecessary. Once the estate is created, no interests in property of the estate remain in the debtor. Consequently, if the debtor dies during the case, only property exempted from property of the es- tate or acquired by the debtor after the commencement of the case and not included as property of the estate will be available to the representative of the debtor’s probate estate. The bankruptcy proceeding will con- tinue in rem with respect to property of the state, and the discharge will apply in personam to relieve the debtor, and thus his probate representative, of liability for dischargeable debts. The estate also includes the interests of the debtor and the debtor’s spouse in community property, subject to certain limitations; property that the trustee recov- ers under the avoiding powers; property that the debtor acquires by bequest, devise, inheritance, a property set- tlement agreement with the debtor’s spouse, or as the beneficiary of a life insurance policy within 180 days after the petition; and proceeds, product, offspring, rents, and profits of or from property of the estate, ex- cept such as are earning from services performed by an individual debtor after the commencement of the case. Proceeds here is not used in a confining sense, as de- fined in the Uniform Commercial Code, but is intended to be a broad term to encompass all proceeds of prop- erty of the estate. The conversion in form of property of the estate does not change its character as property of the estate. Subsection (b) excludes from property of the estate any power, such as a power of appointment, that the debtor may exercise solely for the benefit of an entity other than the debtor. This changes present law which excludes powers solely benefiting other persons but not other entities. Subsection (c) invalidates restrictions on the transfer of property of the debtor, in order that all of the inter- ests of the debtor in property will become property of the estate. The provisions invalidated are those that restrict or condition transfer of the debtor’s interest, and those that are conditioned on the insolvency or fi- nancial condition of the debtor, on the commencement of a bankruptcy case, or on the appointment of a custo- dian of the debtor’s property. Paragraph (2) of sub- section (c), however, preserves restrictions on a trans- fer of a spendthrift trust that the restriction is enforce- able nonbankruptcy law to the extent of the income reasonably necessary for the support of a debtor and his dependents. Subsection (d) [enacted as (e)], derived from section 70c of the Bankruptcy Act [section 110(c) of former title 11], gives the estate the benefit of all defenses available to the debtor as against an entity other than the es- tate, including such defenses as statutes of limitations, statutes of frauds, usury, and other personal defenses, and makes waiver by the debtor after the commence- ment of the case ineffective to bind the estate. Section 541(e) [enacted as (d)] confirms the current status under the Bankruptcy Act [former title 11] of bona fide secondary mortgage market transactions as the purchase and sale of assets. Mortgages or interests in mortgages sold in the secondary market should not be considered as part of the debtor’s estate. To permit the efficient servicing of mortgages or interests in mortgages the seller often retains the original mort- gage notes and related documents, and the purchaser records under State recording statutes the purchaser’s ownership of the mortgages or interests in mortgages purchased. Section 541(e) makes clear that the seller’s retention of the mortgage documents and the pur- chaser’s decision not to record do not impair the asset sale character of secondary mortgage market trans- actions. The committee notes that in secondary mort- gage market transactions the parties may characterize their relationship as one of trust, agency, or inde- pendent contractor. The characterization adopted by the parties should not affect the statutes in bank- ruptcy on bona fide secondary mortgage market pur- chases and sales. Editorial Notes REFERENCES IN TEXT The Higher Education Act of 1965, referred to in sub- sec. (b)(3), is Pub. L. 89–329, Nov. 8, 1965, 79 Stat. 1219, which is classified generally to chapter 28 (§ 1001 et seq.) of Title 20, Education. Part C of title IV of the Act was formerly classified to part C (§ 2751 et seq.) of sub- chapter I of chapter 34 of Title 42, The Public Health and Welfare, prior to transfer to part C (§ 1087–51 et seq.) of subchapter IV of chapter 28 of Title 20. For complete classification of this Act to the Code, see Short Title note set out under section 1001 of Title 20 and Tables. The Internal Revenue Code of 1986, referred to in sub- secs. (b)(5) to (7), (10) and (f), is classified generally to Title 26, Internal Revenue Code. The Employee Retirement Income Security Act of 1974, referred to in subsec. (b)(7)(A)(i)(I), (B)(i)(I), is Pub. L. 93–406, Sept. 2, 1974, 88 Stat. 829. Title I of the Act is classified generally to subchapter I (§ 1001 et seq.) of chapter 18 of Title 29, Labor. For complete classifica- tion of this Act to the Code, see Short Title note set out under section 1001 of Title 29 and Tables. AMENDMENTS 2020—Subsec. (b)(11). Pub. L. 116–260, § 1001(a)(2), struck out par. (11) which read as follows: ‘‘recovery re- bates made under section 6428 of the Internal Revenue Code of 1986.’’ Pub. L. 116–260, § 1001(a)(1), added par. (11). 2014—Subsec. (b)(10). Pub. L. 113–295 added par. (10). 2010—Subsec. (b)(6)(B). Pub. L. 111–327 substituted ‘‘section 529(b)(6)’’ for ‘‘section 529(b)(7)’’. 2005—Subsec. (b)(4). Pub. L. 109–8, § 225(a)(1)(A), struck out ‘‘or’’ at end. Subsec. (b)(4)(B)(ii). Pub. L. 109–8, § 1212, inserted ‘‘365 or’’ before ‘‘542’’. Subsec. (b)(5), (6). Pub. L. 109–8, § 225(a)(1)(C), added pars. (5) and (6). Former par. (5) redesignated (9). Page 165 TITLE 11—BANKRUPTCY § 542 Subsec. (b)(7). Pub. L. 109–8, § 323, added par. (7). Subsec. (b)(8). Pub. L. 109–8, § 1230, added par. (8). Subsec. (b)(9). Pub. L. 109–8, § 225(a)(1)(B), redesig- nated par. (5) as (9). Subsec. (e). Pub. L. 109–8, § 225(a)(2), added subsec. (e). Subsec. (f). Pub. L. 109–8, § 1221(c), added subsec. (f). 1994—Subsec. (b)(4). Pub. L. 103–394, § 208(b), des- ignated existing provisions of subpar. (A) as cl. (i) of subpar. (A), redesignated subpar. (B) as cl. (ii) of sub- par. (A), substituted ‘‘the interest referred to in clause (i)’’ for ‘‘such interest’’, substituted ‘‘; or’’ for period at end of cl. (ii), and added subpar. (B). Pub. L. 103–394, § 223(2), which directed the amend- ment of subsec. (b)(4) by striking out period at end and inserting ‘‘; or’’, was executed by inserting ‘‘or’’ after semicolon at end of subsec. (b)(4)(B)(ii), as added by Pub. L. 103–394, § 208(b)(3), to reflect the probable intent of Congress. Subsec. (b)(5). Pub. L. 103–394, § 223, added par. (5). 1992—Subsec. (b). Pub. L. 102–486 added par. (4) and closing provisions. 1990—Subsec. (b)(3). Pub. L. 101–508 added par. (3). 1984—Subsec. (a). Pub. L. 98–353, § 456(a)(1), (2), struck out ‘‘under’’ after ‘‘under’’ and inserted ‘‘and by whom- ever held’’ after ‘‘located’’. Subsec. (a)(3). Pub. L. 98–353, § 456(a)(3), inserted ‘‘329(b), 363(n),’’. Subsec. (a)(5). Pub. L. 98–353, § 456(a)(4), substituted ‘‘Any’’ for ‘‘An’’. Subsec. (a)(6). Pub. L. 98–353, § 456(a)(5), substituted ‘‘or profits’’ for ‘‘and profits’’. Subsec. (b). Pub. L. 98–353, § 363(a), amended subsec. (b) generally. Prior to amendment, subsec. (b) read as follows: ‘‘Property of the estate does not include any power that the debtor may only exercise solely for the benefit of an entity other than the debtor.’’ Subsec. (c)(1). Pub. L. 98–353, § 456(b)(1), inserted ‘‘in an agreement, transfer, instrument, or applicable non- bankruptcy law’’. Subsec. (c)(1)(B). Pub. L. 98–353, § 456(b)(2), substituted ‘‘taking’’ for ‘‘the taking’’, and inserted ‘‘before such commencement’’ after ‘‘custodian’’. Subsec. (d). Pub. L. 98–353, § 456(c), inserted ‘‘(1) or (2)’’ after ‘‘(a)’’. Subsec. (e). Pub. L. 98–353, § 456(d), struck out subsec. (e) which read as follows: ‘‘The estate shall have the benefit of any defense available to the debtor as against an entity other than the estate, including stat- utes of limitation, statutes of frauds, usury, and other personal defenses. A waiver of any such defense by the debtor after the commencement of the case does not bind the estate.’’ Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 2020 AMENDMENT Pub. L. 116–260, div. FF, title X, § 1001(a)(2), Dec. 27, 2020, 134 Stat. 3216, provided that the amendment made by section 1001(a)(2) is effective on the date that is 1 year after Dec. 27, 2020. EFFECTIVE DATE OF 2014 AMENDMENT Amendment by Pub. L. 113–295 applicable with re- spect to cases commenced under this title on or after Dec. 19, 2014, see section 104(d) of Pub. L. 113–295, set out as a note under section 521 of this title. EFFECTIVE DATE OF 2005 AMENDMENT Amendment by section 1221(c) of Pub. L. 109–8 appli- cable to cases pending under this title on Apr. 20, 2005, or filed under this title on or after Apr. 20, 2005, with certain exceptions, see section 1221(d) of Pub. L. 109–8, set out as a note under section 363 of this title. Amendment by sections 225(a), 323, 1212, and 1230 of Pub. L. 109–8 effective 180 days after Apr. 20, 2005, and not applicable with respect to cases commenced under this title before such effective date, except as otherwise provided, see section 1501 of Pub. L. 109–8, set out as a note under section 101 of this title. EFFECTIVE DATE OF 1994 AMENDMENT Amendment by Pub. L. 103–394 effective Oct. 22, 1994, and not applicable with respect to cases commenced under this title before Oct. 22, 1994, see section 702 of Pub. L. 103–394, set out as a note under section 101 of this title. EFFECTIVE DATE OF 1992 AMENDMENT Amendment by Pub. L. 102–486 effective Oct. 24, 1992, but not applicable with respect to cases commenced under this title before Oct. 24, 1992, see section 3017(c) of Pub. L. 102–486, set out as a note under section 101 of this title. EFFECTIVE DATE OF 1984 AMENDMENT Amendment by Pub. L. 98–353 effective with respect to cases filed 90 days after July 10, 1984, see section 552(a) of Pub. L. 98–353, set out as a note under section 101 of this title. Court Rules and Judicial Documents ADJUSTMENT OF DOLLAR AMOUNTS The dollar amounts specified in this section were ad- justed by notices of the Judicial Conference of the United States pursuant to section 104 of this title as follows: By notice dated Jan. 31, 2022, 87 F.R. 6625, effective Apr. 1, 2022, in subsec. (b), dollar amount ‘‘6,825’’ was adjusted to ‘‘7,575’’ each time it appeared. See notice of the Judicial Conference of the United States set out as a note under section 104 of this title. By notice dated Feb. 5, 2019, 84 F.R. 3488, effective Apr. 1, 2019, in subsec. (b)(5)(C), (6)(C), (10)(C), dollar amount ‘‘6,425’’ was adjusted to ‘‘6,825’’. By notice dated Feb. 16, 2016, 81 F.R. 8748, effective Apr. 1, 2016, in subsec. (b)(5)(C), (6)(C), dollar amount ‘‘6,225’’ was adjusted to ‘‘6,425’’. By notice dated Feb. 12, 2013, 78 F.R. 12089, effective Apr. 1, 2013, in subsec. (b)(5)(C), (6)(C), dollar amount ‘‘5,850’’ was adjusted to ‘‘6,225’’. By notice dated Feb. 19, 2010, 75 F.R. 8747, effective Apr. 1, 2010, in subsec. (b)(5)(C), (6)(C), dollar amount ‘‘5,475’’ was adjusted to ‘‘5,850’’. By notice dated Feb. 7, 2007, 72 F.R. 7082, effective Apr. 1, 2007, in subsec. (b)(5)(C), (6)(C), dollar amount ‘‘5,000’’ was adjusted to ‘‘5,475’’. § 542. Turnover of property to the estate (a) Except as provided in subsection (c) or (d) of this section, an entity, other than a custo- dian, in possession, custody, or control, during the case, of property that the trustee may use, sell, or lease under section 363 of this title, or that the debtor may exempt under section 522 of this title, shall deliver to the trustee, and ac- count for, such property or the value of such property, unless such property is of incon- sequential value or benefit to the estate. (b) Except as provided in subsection (c) or (d) of this section, an entity that owes a debt that is property of the estate and that is matured, payable on demand, or payable on order, shall pay such debt to, or on the order of, the trustee, except to the extent that such debt may be off- set under section 553 of this title against a claim against the debtor. (c) Except as provided in section 362(a)(7) of this title, an entity that has neither actual no- tice nor actual knowledge of the commencement of the case concerning the debtor may transfer property of the estate, or pay a debt owing to the debtor, in good faith and other than in the manner specified in subsection (d) of this sec- tion, to an entity other than the trustee, with