reglab/housing_qa huggingface dataset:
11 V.S.A. § 4119
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4119. Effect of failure to obtain certificate of authority

§ 4119. Effect of failure to obtain certificate of authority|(a)(1) A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority to transact business in this State.  (2) The successor to a foreign limited liability company that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign limited liability company or its successor or assignee obtains a certificate of authority.   (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.(c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority.(d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims arising out of the transaction of business in this State.(e) A foreign limited liability company that transacts business in this State without a certificate of authority shall be liable to the State for:  (1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority; (2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a certificate of authority; and (3) other penalties imposed by law. (Added 2015, No. 17, § 2; amended 2015, No. 128 (Adj. Sess.), § C.8.)
11 V.S.A. § 4120
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4120. Action by Attorney General

§ 4120. Action by Attorney General|The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed under section 4119 of this title and to restrain a foreign limited liability company from transacting business in this State in violation of this chapter. (Added 2015, No. 17, § 2; amended 2015, No. 128 (Adj. Sess.), § C.9.)
11 V.S.A. § 4121
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4121. Election

§ 4121. Election|A limited liability company formed under this chapter may elect to be a foreign law limited liability company by complying with all the following:  (1) designating itself as a foreign law limited liability company in its articles of organization filed pursuant to section 4023 of this title; (2) including in its name either the term "foreign law limited liability company," the term "Foreign Law Company," or the abbreviation "F.L.L.L.C." or "F.L.C." in lieu of the words or abbreviations required under subsection 4005(a) of this title; and (3) complying with the requirements of this subchapter and paying the filing fees pursuant to section 4012 of this title. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4122
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4122. Designation of controlling foreign law

§ 4122. Designation of controlling foreign law|(a) A foreign law limited liability company shall designate in its articles of organization all the following:  (1) a specific law or body of law of a foreign jurisdiction, either within or outside the United States of America, that will control the internal governance affairs of the company; (2) the type of organization that will control how the foreign law limited liability company is treated under the foreign law and all matters that are required to be included in the constituent filing for that type of organization under that foreign law; (3) any variations or limitations on the applicability of the foreign law and any mechanisms for amending, rescinding, or limiting the designation in the future; (4) the courts, if any, that, in addition to the courts of the State of Vermont and the United States, will have jurisdiction over disputes relating to the internal governance affairs of the foreign law limited liability company; and (5) a designation of those classes of individuals or officers within the chosen legal structure who shall have authority to act on behalf of the foreign law limited liability company equivalent to the authority of managers under subsections 4054(b) and (c) of this title, and any limitations on or clarification of that authority.   (b) Any bylaws, agreements, or other statements of principles governing the internal governance affairs of the foreign law limited liability company addressed in the applicable foreign law but not required to be in the constituent filing shall be set forth as part of, or in lieu of, the operating agreement required by section 4003 of this title. The prohibitions on a waiver under subsection 4003(b) shall not apply to foreign law limited liability companies. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4123
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4123. Scope of designated foreign law

§ 4123. Scope of designated foreign law|(a) In any disputes over the internal governance affairs of a foreign law limited liability company, the designated foreign law or body of law shall be applied by any court having jurisdiction over the parties as the binding authority governing these matters, provided that no designated law shall be enforced that:  (1) is contrary to provisions of Vermont or U.S. law or public policy; (2) cause fraud or manifest injustice under Vermont or U.S. law; (3) purports to limit the civil or criminal liability of an individual, partnership, or entity under Vermont or U.S. law; or (4) varies or limits the filing procedures for creating a limited liability company required by this title.   (b) As used in this subchapter, "internal governance affairs" means the relations among the limited liability company, its members, and managers. Whether an issue is a matter of internal governance affairs of the company shall be determined under Vermont law.(c) If a court determines that the designated law does not address an internal governance matter or addresses it in a manner that is unenforceable pursuant to subsection (a) of this section, or a limitation or variation relating to the issue is specified in the articles of organization, Vermont law shall apply to the matter at issue.(d) All the external affairs of the foreign law limited liability company shall be governed by the general provisions of this chapter, the articles of organization other than choice of foreign law, the operating agreement, and applicable Vermont and federal laws. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4124
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4124. Jurisdiction

§ 4124. Jurisdiction|(a) Vermont and other courts designated pursuant to section 4122 of this title shall have jurisdiction over all disputes relating to the internal governance affairs of a foreign law limited liability company.(b) In adjudicating any dispute relating to the internal governance affairs of a foreign law limited liability company, the court may rely on its own English translation of the designated law and on testimony of experts, opinions of counsel, advisory opinions, or declaratory or binding judgments, and other appropriate evidence. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4131
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4131. Direct action by member

§ 4131. Direct action by member|(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member's rights and protect the member's interests, including rights and interests under the operating agreement, under this title, or arising independently of the membership relationship.(b) A member who maintains a direct action under this section must prove an actual or threatened injury to the member that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4132
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4132. Derivative action

§ 4132. Derivative action|A member may maintain a derivative action to enforce a right of a limited liability company if:  (1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the other members or the managers do not bring the action within a reasonable time; or (2) a demand under subdivision (1) of this section would be futile. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4133
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4133. Proper plaintiff

§ 4133. Proper plaintiff|A derivative action under section 4132 of this title may be maintained only by a person that is a member of the company at the time the action is commenced, and:  (1) was a member when the conduct giving rise to the action occurred; or (2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the transaction. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4134
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4134. Pleading

§ 4134. Pleading|In a derivative action, the complaint shall state with particularity:  (1) the date and content of plaintiff's demand and the response to the demand by the other members or the managers; or (2) why the demand should be excused as futile. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4135
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4135. Special litigation committee

§ 4135. Special litigation committee|(a)(1) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company.  (2) If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. (3) This subsection shall not prevent the court from:  (A) enforcing a person's right to information under section 4058 of this title; or (B) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.    (b) A special litigation committee shall be composed of one or more disinterested and independent individuals, who may be members.(c) A special litigation committee may be appointed:  (1) in a member-managed limited liability company:  (A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or (B) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or  (2) in a manager-managed limited liability company:  (A) by a majority of the managers not named as parties in the proceeding; or (B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.    (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:  (1) continue under the control of the plaintiff; (2) continue under the control of the committee; (3) be settled on terms approved by the committee; or (4) be dismissed.   (e)(1) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, and shall serve each party with a copy of the determination and report.  (2) The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. (3) If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. (4) Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4136
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4136. Proceeds and expenses

§ 4136. Proceeds and expenses|(a) Except as otherwise provided in subsection (b) of this section:  (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.   (b) If a derivative action is successful, in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the approval of the court. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4142
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4142. Conversion authorized

§ 4142. Conversion authorized|(a) By complying with sections 4143 through 4146 of this title, a domestic limited liability company may become a domestic organization that is a different type of organization.(b) By complying with sections 4143 through 4146 of this title, a domestic limited liability company may convert into a different type of foreign organization if the conversion is authorized by the foreign statute that governs the organization after conversion and the converting organization complies with the statute.(c) By complying with sections 4143 through 4146 of this title, a domestic organization may become a domestic limited liability company.(d) By complying with sections 4143 through 4146 of this title applicable to foreign organizations, a foreign organization that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign organization's jurisdiction of formation.(e) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the company as if the conversion were a merger until the provision is amended after July 1, 2016 or after the date the organization elects to become subject to this chapter, whichever is earlier. (Added 2015, No. 17, § 2; amended 2015, No. 97 (Adj. Sess.), § 44; 2015, No. 157 (Adj. Sess.), § E.3.)
11 V.S.A. § 4143
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4143. Plan of conversion

§ 4143. Plan of conversion|(a) A domestic limited liability company may convert to a different type of organization under section 4142 of this title, by approving a plan of conversion. The plan shall be in a record and contain:  (1) the name of the converting limited liability company; (2) the name, jurisdiction of formation, and type of organization of the converted organization; (3) the manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State; (5) the full text of the private organizational documents of the converted organization which are proposed to be in a record; (6) the other terms and conditions of the conversion; and (7) any other provision required by the law of this State or the operating agreement of the converting limited liability company.   (b) A domestic general partnership or a domestic limited partnership may convert into a domestic limited liability company by approving a plan of conversion setting forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.(c) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4144
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4144. Approval of conversion

§ 4144. Approval of conversion|(a) For any conversion of a limited liability company into another type of organization, a plan of conversion is not effective unless it has been approved:  (1) by a domestic converting limited liability company, in accordance with the organizational documents of the limited liability company, or, in the absence of a provision governing approval of conversions, by all the members of the limited liability company entitled to vote on or consent to any matter; and (2) in a record, by each member of a domestic converting limited liability company who will have personal liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:  (A) the operating agreement of the company provides in a record for the approval of a conversion or a merger in which some or all of its members become subject to personal liability by the affirmative vote or consent of fewer than all the members; and (B) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision.    (b) For a conversion of a domestic general partnership or domestic limited partnership into a domestic limited liability company, the plan of conversion shall be approved by all of the partners or by a number or percentage of the partners required for the conversion in the partnership agreement.(c) A conversion involving a domestic converting organization is not effective unless it is approved by the domestic converting organization in accordance with its governing law and organizational documents.(d) A conversion of a foreign converting organization is not effective unless it is approved by the foreign organization in accordance with the law of the foreign organization's jurisdiction of formation and its organizational documents. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4146
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4146. Statement of conversion; effective date of conversion

§ 4146. Statement of conversion; effective date of conversion|(a) A statement of conversion shall be signed by the converting organization and delivered to the Secretary of State for filing.(b) A statement of conversion shall contain:  (1) the name, jurisdiction of formation, and type of organization of the converting organization; (2) the name, jurisdiction of formation, and type of organization of the converted organization; (3) if the converting organization is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this subchapter, or, if the converting organization is a foreign organization, a statement that the conversion was approved by the foreign organization in accordance with the law of its jurisdiction of formation; (4) if the converted organization is a domestic organization, its public organizational documents, as an attachment; and (5) if the converted organization is a foreign limited liability partnership, its certificate of authority to do business in the State, as an attachment.   (c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall satisfy the requirements of the law of this State, except that the public organizational documents do not need to be signed.(e)(1) A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect.  (2) If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.   (f)(1) If the converted organization is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective.  (2) In all other cases, the conversion becomes effective on the later of:  (A) the date and time provided by the governing statute of the converted organization; or (B) when the statement is effective. (Added 2015, No. 17, § 2.)