reglab/housing_qa huggingface dataset:
11 V.S.A. § 4082
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4082. Member's power to dissociate; wrongful dissociation

§ 4082. Member's power to dissociate; wrongful dissociation|(a) A person has the power to dissociate as a member from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to subdivision 4081(1) of this title.(b) A member's dissociation from a limited liability company is wrongful only if the dissociation:  (1) is in breach of an express provision of the operating agreement or articles of organization; or (2) occurs before the termination of the company and:  (A) the member withdraws as a member by express will; (B) the member is expelled as a member by judicial determination under subdivision 4081(5) of this title; (C) the member is dissociated under subdivision 4081(6)(A) of this title by becoming a debtor in bankruptcy; or (D) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.    (c)(1) A person that wrongfully dissociates as a member from a limited liability company is liable to the company and, subject to section 4131 of this title, to the other members for damages caused by the dissociation.  (2) The liability is in addition to any other debt, obligation, or other liability of the member to the company or to the other members. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4083
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4083. Effect of member's dissociation

§ 4083. Effect of member's dissociation|(a) When a person is dissociated as a member of a limited liability company:  (1) the person's right to participate as a member in the management and conduct of the company's business terminates; (2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and (3) subject to section 4075 of this title and subchapter 10 of this chapter, any distributional interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.   (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members that the person incurred while a member. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4101
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4101. Events causing dissolution and winding up of company business

§ 4101. Events causing dissolution and winding up of company business|(a) A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:  (1) an event or circumstance that the operating agreement states causes dissolution; (2) consent of the number or percentage of members specified in the operating agreement, or in the absence of a provision governing approval of a dissolution or winding up of the company contained in an operating agreement, the consent of all the members; (3) the passage of 90 consecutive days during which the company has no members; (4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that:  (A) the conduct of all or substantially all of the company's activities is unlawful; or (B) it is not reasonably practicable to carry on the company's activities in conformance with the certificate of organization and the operating agreement; or  (5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:  (A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.    (b) In an action brought under subdivision (a)(5) of this section, the Court may order a remedy other than dissolution. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4102
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4102. Limited liability company continues after dissolution

§ 4102. Limited liability company continues after dissolution|(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members, or, if different, the number or percentage of members specified in the operating agreement to dissolve or liquidate the company may waive the right to have the company's business wound up and the company terminated, in which case:  (1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined shall be subject to the same limitations on liability as if the dissolution had never occurred; and (2) the rights of a third party accruing under section 4104 of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4104
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4104. Member's or manager's power and liability as agent after dissolution

§ 4104. Member's or manager's power and liability as agent after dissolution|A limited liability company is bound by a member's or manager's act after dissolution that:  (1) is appropriate for winding up the company's business; or (2) would have bound the company under section 4041 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4105
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4105. Articles of termination

§ 4105. Articles of termination|(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating:  (1) the name of the company; (2) the date of the dissolution; and (3) that the company's business has been wound up and the legal existence of the company has been terminated.   (b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4106
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4106. Distribution of assets in winding up limited liability company's business

§ 4106. Distribution of assets in winding up limited liability company's business|(a) In winding up a limited liability company's business, the assets of the company shall be applied to discharge its obligations to creditors, including members who are creditors. Any surplus shall be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in proportion to each member's capital contributions. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4107
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4107. Known claims against dissolved limited liability company

§ 4107. Known claims against dissolved limited liability company|(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice shall:  (1) specify the information required to be included in a claim; (2) provide a mailing address where the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the written notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline.   (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met, and:  (1) the claim is not received by the specified deadline; or (2) in the case of a claim that is timely received but rejected by the company:  (A) the company causes the claimant to receive notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and (B) the claimant does not commence the required action within the 90 days.    (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4108
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4108. Other claims against dissolved limited liability company

§ 4108. Other claims against dissolved limited liability company|(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.(b) The notice shall:  (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if it has none in this State, in the county in which its designated office is or was last located, and sent to the Office of the Attorney General; (2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and (3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.   (c)(1) If the dissolved limited liability company sends notice to the Attorney General and publishes a newspaper notice in accordance with subsection (b) of this section, a cause of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced only as follows:   (A) against the dissolved limited liability company; and (B) if any of the assets of the dissolved limited liability company have been distributed to its members, against members of the dissolved limited liability company.  (2) A cause of action against a dissolved limited liability company arising under subdivision (1)(A) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against the dissolved limited liability company prior to the expiration of the statute of limitations applicable to the cause of action. (3) A cause of action against a dissolved limited liability company arising under subdivision (1)(B) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against a member of a dissolved limited liability company prior to the earlier of the following:  (A) the expiration of the statute of limitations applicable to the cause of action; or (B) five years after the effective date of the dissolution of the limited liability company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4109
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4109. Enforcement of claims against dissolved limited liability company

§ 4109. Enforcement of claims against dissolved limited liability company|A claim not barred under section 4108 of this title may be enforced against the dissolved limited liability company:  (1) to the extent of its undistributed assets, including any insurance assets held by the limited liability company that may be available to satisfy claims; or (2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4111
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4111. Law governing foreign limited liability companies

§ 4111. Law governing foreign limited liability companies|(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of a member as a member, and a manager as a manager, for the debts, obligations, or other liabilities of the foreign limited liability company or series thereof.(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is formed and the laws of this State.(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4112
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4112. Application for certificate of authority

§ 4112. Application for certificate of authority|(a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application shall set forth:  (1) the name of the foreign company and, if its name is unavailable for use in this State, an alternate name that satisfies the requirements of section 4116 of this title; (2) the name of the state or country under whose law it is organized; (3) the address of its initial designated office; (4) the name and street address, and the mailing address if different from the street address, of its designated agent for service of process in this State.   (b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a document of similar import, authenticated by the Secretary of State or other official having custody of company records in the state or country under whose law it is organized, dated no earlier than 90 days prior to filing of the application. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4113
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4113. Activities not constituting transacting business

§ 4113. Activities not constituting transacting business|(a) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State.(b) Except as provided in subsection (c) of this section, "doing business" or "transacting business" shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign limited liability company.(c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a foreign limited liability company is required to obtain a certificate of authority under subsection (a) of this section:  (1) maintaining, defending, or settling any proceeding; (2) holding meetings of its members or managers or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means, or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) owning real or personal property; (10) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4114
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4114. Issuance of certificate of authority

§ 4114. Issuance of certificate of authority|If the Secretary of State determines that an application for a certificate of authority complies as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the application and issue a certificate of authority to the foreign limited liability company or its representative. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4115
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4115. Amended certificate of authority

§ 4115. Amended certificate of authority|(a) A foreign limited liability company authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it:  (1) changes its name; and (2) changes the state or country under whose law it is organized.   (b) The requirements of section 4114 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4116
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4116. Name of foreign limited liability company

§ 4116. Name of foreign limited liability company|(a)(1) A foreign limited liability company whose name does not comply with section 4005 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 4005 of this title.  (2) A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 15 of this title. (3) After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name unless the company is authorized under chapter 15 of this title to transact business in this State under another name.   (b) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 4005 of this title, it may not transact business in this State until it complies with subsection (a) of this section and obtains an amended certificate of authority. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4117
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4117. Revocation of certificate of authority

§ 4117. Revocation of certificate of authority|(a) The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State in the manner provided in subsections (b) and (c) of this section if:  (1) the company does not:  (A) pay, within 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this chapter; (B) appoint and maintain an agent for service of process as required by section 4007 of this title; or (C) deliver for filing a statement of change under section 4008 of this title within 30 days after a change has occurred in the name or address of the agent; or  (2) the Commissioner of Taxes notifies the Secretary of State that a foreign limited liability company has failed to make a return, to pay a tax, to file a bond, or to do any other act required under 32 V.S.A. chapter 211.   (b)(1) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State shall file a notice of revocation and send a copy to the company's agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company's designated office.  (2) A notice of revocation shall state:  (A) the effective date of the revocation, which shall be at least 60 days after the date the Secretary of State sends the copy; and (B) the grounds for revocation under subsection (a) of this section.    (c) The authority of a foreign limited liability company to transact business in this State shall cease on the effective date of the notice of revocation unless, before that date, the company cures each ground for revocation stated in the notice filed under subsection (b) of this section. If the company cures each ground, the Secretary of State shall file a record so stating. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4118
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4118. Cancellation of authority

§ 4118. Cancellation of authority|A foreign limited liability company may cancel its authority to transact business in this State by filing a certificate of cancellation with the Secretary of State. Cancellation does not terminate the authority of the Secretary of State to accept service of process on the company for claims arising out of the transactions of business in this State. (Added 2015, No. 17, § 2.)