reglab/housing_qa huggingface dataset:
11 V.S.A. § 11.16
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.16. Effect of domestication

§ 11.16. Effect of domestication|(a) When a domestication takes effect:  (1) The domesticated corporation is for all purposes the corporation that existed before the domestication. (2) The property owned by the domesticating corporation remains vested in the domesticated corporation. (3) The debts, obligations, and other liabilities of the domesticating corporation continue as debts, obligations, and other liabilities of the domesticated corporation. (4) An action or proceeding pending by or against a domesticating corporation continues as if the domestication had not occurred. (5) Except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the domesticated corporation. (6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect. (7) Except as otherwise agreed, the domestication does not dissolve a domesticating corporation for the purposes of this chapter 11.   (b)(1) A domesticated corporation that was a foreign corporation consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the domesticating corporation owes, if, before the domestication, the domesticating corporation was subject to suit in this State on the debt, obligation, or other liability.  (2) A domesticated corporation that was a foreign corporation and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection. (3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.   (c) A corporation that domesticates in a foreign jurisdiction shall deliver to the Secretary of State for filing a statement surrendering the corporation's certificate of organization that includes:  (1) the name of the corporation; (2) a statement that the articles of incorporation are surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement that the corporation approved the domestication as required by this title; and (4) the name of the relevant foreign jurisdiction. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.17
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.17. Restriction on approval of conversion, merger, and domestication

§ 11.17. Restriction on approval of conversion, merger, and domestication|(a) An approval or amendment of a plan of conversion, plan of merger, or plan of domestication under this chapter is ineffective without the approval of each interest holder of a surviving constituent who will have personal liability for a debt, obligation, or other liability of the organization, unless:  (1) a provision of the organization's organizational documents provides in a record that some or all of its interest holders may be subject to personal liability by a vote or consent of fewer than all of the interest holders; and (2)(A) the interest holder voted for or consented in a record to the provision referenced in subdivision (1) of this subsection; or  (B) the interest holder became an interest holder after the organization adopted the provision referenced in subdivision (1) of this subsection.    (b) An interest holder does not provide consent as required in subdivision (a)(2)(A) of this section merely by consenting to a provision of the organizational documents that permits the organization to amend the organizational documents with the approval of fewer than all of the interest holders. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 11.18
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 11 - Conversion, Merger, Share Exchange, and Domestication|§ 11.18. Chapter not exclusive

§ 11.18. Chapter not exclusive|(a) This chapter does not preclude an organization from being converted, merged, or domesticated under law other than this title.(b) This chapter does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through means other than those included in this chapter. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
11 V.S.A. § 12.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 12 - Sale of Assets|§ 12.01. Sale of assets in regular course of business and mortgage of assets

§ 12.01. Sale of assets in regular course of business and mortgage of assets|(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:  (1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.   (b) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) of this section is not required. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 12.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 12 - Sale of Assets|§ 12.02. Sale of assets other than in regular course of business

§ 12.02. Sale of assets other than in regular course of business|(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 12.01 of this title, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least 25 percent of the total assets at the end of the most recently completed fiscal year and 25 percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.(b) For a transaction to be authorized:  (1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) the shareholders entitled to vote must approve the transaction.   (c) The board of directors may condition its submission of the proposed transaction on any basis.(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.(g) A transaction that constitutes a distribution is governed by section 6.40 of this title and not by this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 99, eff. June 6, 2008.)
11 V.S.A. § 13.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.01. Definitions

§ 13.01. Definitions|In this chapter:  (1) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. (2) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 13.02 of this title and who exercises that right when and in the manner required by sections 13.20 through 13.28 of this title. (3) "Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. (4) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. (5) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (6) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder. (7) "Shareholder" means the record shareholder or the beneficial shareholder. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.03. Dissent by nominees and beneficial owners

§ 13.03. Dissent by nominees and beneficial owners|(a) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the shareholder's other shares were registered in the names of different shareholders.(b) A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if:  (1) he or she submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and (2) he or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.20
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.20. Notice of dissenters' rights

§ 13.20. Notice of dissenters' rights|(a) If proposed corporate action creating dissenters' rights under section 13.02 of this title is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this chapter and be accompanied by a copy of this chapter.(b) If corporate action creating dissenters' rights under section 13.02 of this title is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 13.22 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.21
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.21. Notice of intent to demand payment

§ 13.21. Notice of intent to demand payment|(a) If proposed corporate action creating dissenters' rights under section 13.02 of this title is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights:  (1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment for his or her shares if the proposed action is effectuated; and (2) must not vote his or her shares in favor of the proposed action.   (b) A shareholder who does not satisfy the requirements of subsection (a) of this section is not entitled to payment for his or her shares under this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.22
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.22. Dissenters' notice

§ 13.22. Dissenters' notice|(a) If proposed corporate action creating dissenters' rights under section 13.02 of this title is authorized at a shareholders' meeting, the corporation shall deliver a written dissenters' notice to all shareholders who satisfied the requirements of section 13.21 of this title.(b) The dissenters' notice must be sent no later than 10 days after the corporate action was taken, and must:  (1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited; (2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received; (3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date; (4) set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered; and (5) be accompanied by a copy of this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.23
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.23. Duty to demand payment

§ 13.23. Duty to demand payment|(a) A shareholder sent a dissenters' notice described in section 13.22 of this title must demand payment, certify whether he or she acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to subdivision 13.22(b)(3) of this title, and deposit his or her certificates in accordance with the terms of the notice.(b) The shareholder who demands payment and deposits his or her share certificates under subsection (a) of this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.(c) A shareholder who does not demand payment or deposit his or her share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for his or her shares under this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.24
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.24. Share restrictions

§ 13.24. Share restrictions|(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 13.26 of this title.(b) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.25
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.25. Payment

§ 13.25. Payment|(a) Except as provided in section 13.27 of this title, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13.23 of this title the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.(b) The payment must be accompanied by:  (1) the corporation's balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (2) a statement of the corporation's estimate of the fair value of the shares and how such estimate was calculated; (3) an explanation of how the interest was calculated; (4) a statement of the dissenter's right to demand payment under section 13.28 of this title; and (5) a copy of this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.26
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.26. Failure to take action

§ 13.26. Failure to take action|(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.(b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters' notice under section 13.22 of this title and repeat the payment demand procedure. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.27
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.27. After-acquired shares

§ 13.27. After-acquired shares|(a) A corporation may elect to withhold payment required by section 13.25 of this title from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.(b) To the extent the corporation elects to withhold payment under subsection (a) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate and calculation of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under section 13.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.28
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.28. Procedure if shareholder dissatisfied with payment or offer

§ 13.28. Procedure if shareholder dissatisfied with payment or offer|(a) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate (less any payment under section 13.25 of this title), or reject the corporation's offer under section 13.27 of this title and demand payment of the fair value of his or her shares and interest due, if:  (1) the dissenter believes that the amount paid under section 13.25 or offered under section 13.27 is less than the fair value of his or her shares or that the interest due is incorrectly calculated; (2) the corporation fails to make payment under section 13.25 within 60 days after the date set for demanding payment; or (3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.   (b) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (a) of this section within 30 days after the corporation made or offered payment for his or her shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 13.30
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 13 - Dissenters' Rights|§ 13.30. Court action

§ 13.30. Court action|(a) If a demand for payment under section 13.28 of this title remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.(b) The corporation shall commence the proceeding in the Superior Court of the county where the corporation's principal office (or, if none in this State, its registered office) is located. If the corporation is a foreign corporation without a registered office in this State, it shall commence the proceeding in the county in this State where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.(c) The corporation shall make all dissenters (whether or not residents of this State) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the complaint. Nonresidents may be served by registered or certified mail or by publication as provided by law.(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.(e) Each dissenter made a party to the proceeding is entitled to judgment:  (1) for the amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation; or (2) for the fair value, plus accrued interest, of his or her after-acquired shares for which the corporation elected to withhold payment under section 13.27 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)