reglab/housing_qa huggingface dataset:
11 V.S.A. § 4148
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4148. Merger of entities

§ 4148. Merger of entities|(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 4149 through 4151 of this title, and a plan of merger, if:  (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger.   (b) A plan of merger shall be in a record and shall include:  (1) the name and form of each constituent organization; (2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; (4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and (5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4149
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4149. Action on plan of merger by constituent limited liability company

§ 4149. Action on plan of merger by constituent limited liability company|(a) Subject to section 4156 of this title, a plan of merger shall be approved in accordance with the organizational documents of the constituent limited liability company, or, in the absence of a provision governing approval of a merger, by all the members of the limited liability company entitled to vote on or consent to any matter.(b) Subject to section 4156 of this title and any contractual rights, after a merger is approved, and at any time before the articles of merger are delivered to the Secretary of State for filing under section 4150 of this title, a constituent limited liability company may amend the plan or abandon the merger:  (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (Added 2015, No. 17, § 2; amended 2015, No. 97 (Adj. Sess.), § 45; 2015, No. 157 (Adj. Sess.), § E.3.)
11 V.S.A. § 4150
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4150. Filings required for merger; effective date

§ 4150. Filings required for merger; effective date|(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:  (1) each constituent limited liability company, as provided in subsection 4025(a) of this title; and (2) each other constituent organization, as provided in its governing statute.   (b) Articles of merger under this section shall include:  (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective under the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger:  (A) if it will be a limited liability company, the company's certificate of organization; or (B) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;  (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) if the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of subsection 4151(b) of this title; and (8) any additional information required by the governing statute of any constituent organization.   (c) Each constituent limited liability company shall deliver the articles of merger for filing in the Office of the Secretary of State.(d) A merger becomes effective under this subchapter:  (1) if the surviving organization is a limited liability company, upon the later of:  (A) compliance with subsection (c) of this section; or (B) subject to section 4026 of this title, as specified in the articles of merger; or  (2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4151
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4151. Effect of merger

§ 4151. Effect of merger|(a) When a merger becomes effective:  (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization; (5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of subchapter 7 of this chapter; (9) if the surviving organization is created by the merger:  (A) if it is a limited liability company, the certificate of organization becomes effective; or (B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and  (10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.   (b)(1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.  (2) A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. (3) Service on the Secretary of State under this subsection shall be made in the same manner and has the same consequences as in subsections 4010(c) and (d) of this title. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4152
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4152. Domestication

§ 4152. Domestication|(a) A foreign limited liability company may become a limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:  (1) the foreign limited liability company's governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited liability company complies with its governing statute in effecting the domestication.   (b) A limited liability company may become a foreign limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:  (1) the foreign limited liability company's governing statute authorizes the domestication; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited liability company complies with its governing statute in effecting the domestication.   (c) A plan of domestication shall be in a record and shall include:  (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and (4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4153
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4153. Action on plan of domestication by domesticating limited liability company

§ 4153. Action on plan of domestication by domesticating limited liability company|(a) A plan of domestication shall be consented to:  (1) by all the members, subject to section 4156 of this title, if the domesticating company is a limited liability company; and (2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company.   (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under section 4154 of this title, a domesticating limited liability company may amend the plan or abandon the domestication:  (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4154
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4154. Filings required for domestication; effective date

§ 4154. Filings required for domestication; effective date|(a) After a plan of domestication is approved, a domesticating company shall deliver to the Secretary of State for filing articles of domestication, which shall include:  (1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) the name of the domesticating company and the jurisdiction of its governing statute; (3) the name of the domesticated company and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the domesticated company; (5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by this title; (6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) if the domesticated company was a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of subsection 4155(b) of this title.   (b) A domestication becomes effective:  (1) when the certificate of organization takes effect, if the domesticated company is a limited liability company; and (2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4155
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4155. Effect of domestication

§ 4155. Effect of domestication|(a) When a domestication takes effect:  (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of subchapter 7 of this chapter.   (b)(1) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability.  (2) A domesticated company that is a foreign limited liability company 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) Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in section 4010 of this title.   (c) If a limited liability company has adopted and approved a plan of domestication under section 4152 of this title providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's certificate of organization must be delivered to the Secretary of State for filing, setting forth:  (1) the name of the company; (2) a statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement the domestication was approved as required by this title; and (4) the jurisdiction of formation of the domesticated foreign limited liability company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4156
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4156. Restrictions on approval of mergers, conversions, and domestications

§ 4156. Restrictions on approval of mergers, conversions, and domestications|(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:  (1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement.   (b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4157
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4157. Subchapter not exclusive

§ 4157. Subchapter not exclusive|This subchapter does not preclude an organization from being converted, merged, or domesticated under law other than this title. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4161
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4161. Election

§ 4161. Election|A limited liability company organized pursuant to this title may elect to be a low-profit limited liability company if and for so long at it satisfies the requirements of section 4162 of this title. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4162
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4162. Requirements

§ 4162. Requirements|A limited liability company shall be organized for a business purpose that satisfies, and shall at all times be operated to satisfy, each of the following requirements:  (1) The company:  (A) significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of 26 U.S.C. § 170(c)(2)(B); and (B) would not have been formed but for the company's relationship to the accomplishment of charitable or educational purposes.  (2) No significant purpose of the company is the production of income or the appreciation of property; provided, however, that the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property. (3) No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of 26 U.S.C. § 170(c)(2)(D). (Added 2015, No. 17, § 2.)
11 V.S.A. § 4163
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4163. Failure to meet requirements

§ 4163. Failure to meet requirements|(a) A limited liability company that elects to be an L3C and subsequently fails to satisfy any one of the requirements set forth in section 4162 of this title shall immediately cease to be a low-profit limited liability company, but by continuing to meet all the other requirements of this chapter, continues to exist as a limited liability company.(b) In the event an L3C fails to satisfy the requirements of section 4162 of this title, the company shall change its name to conform with subsection 4005(a) of this title. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4171
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4171. Definitions

§ 4171. Definitions|As used in this section:  (1) "Blockchain technology" has the same meaning as in 12 V.S.A. § 1913. (2) "Participant" means:  (A) each person that has a partial or complete copy of the decentralized consensus ledger or database utilized by the blockchain technology, or otherwise participates in the validation processes of such ledger or database; (B) each person in control of any digital asset native to the blockchain technology; and (C) each person that makes a material contribution to the protocols.  (3) "Protocols" means the designated regulatory model of the software that governs the rules, operations, and communication between nodes on the network utilized by the participants. (4) "Virtual currency" means a digital representation of value that:  (A) is used as a medium of exchange, unit of account, or store of value; and (B) is not legal tender, whether or not denominated in legal tender. (Added 2017, No. 205 (Adj. Sess.), § 7.)
11 V.S.A. § 4172
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4172. Election

§ 4172. Election|A limited liability company organized pursuant to this title for the purpose of operating a business that utilizes blockchain technology for a material portion of its business activities may elect to be a blockchain-based limited liability company (BBLLC) by:  (1) specifying in its articles of organization that it elects to be a BBLLC; and (2) meeting the requirements in subdivision 4173(2) and subsection 4174(a) of this title. (Added 2017, No. 205 (Adj. Sess.), § 7.)
11 V.S.A. § 4173
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4173. Authority; requirements

§ 4173. Authority; requirements|Notwithstanding any provision of this chapter to the contrary:  (1) A BBLLC may provide for its governance, in whole or in part, through blockchain technology. (2) The operating agreement for a BBLLC shall:  (A) provide a summary description of the mission or purpose of the BBLLC; (B) specify whether the decentralized consensus ledger or database utilized or enabled by the BBLLC will be fully decentralized or partially decentralized and whether such ledger or database will be fully or partially public or private, including the extent of participants' access to information and read and write permissions with respect to protocols; (C) adopt voting procedures, which may include smart contracts carried out on the blockchain technology, to address:  (i) proposals from managers, members, or other groups of participants in the BBLLC for upgrades or modifications to software systems or protocols, or both; (ii) other proposed changes to the BBLLC operating agreement; or (iii) any other matter of governance or activities within the purpose of the BBLLC;  (D) adopt protocols to respond to system security breaches or other unauthorized actions that affect the integrity of the blockchain technology utilized by the BBLLC; (E) provide how a person becomes a member of the BBLLC with an interest, which may be denominated in the form of units, shares of capital stock, or other forms of ownership or profit interests; and (F) specify the rights and obligations of each group of participants within the BBLLC, including which participants shall be entitled to the rights and obligations of members and managers. (Added 2017, No. 205 (Adj. Sess.), § 7.)
11 V.S.A. § 4174
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4174. Multiple roles of members and managers

§ 4174. Multiple roles of members and managers|(a) A member or manager of a BBLLC may interact with the BBLLC in multiple roles, including as a member, manager, developer, node, miner, or other participant in the BBLLC, or as a trader and holder of the currency in its own account and for the account of others, provided such member or manager complies with any applicable fiduciary duties.(b) The activities of a member or manager who interacts with the BBLLC through multiple roles are not deemed to take place in this State solely because the BBLLC is organized in this State. (Added 2017, No. 205 (Adj. Sess.), § 7.)
11 V.S.A. § 4175
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4175. Consensus formation algorithms and governance processes

§ 4175. Consensus formation algorithms and governance processes|In its governance, a BBLLC may:  (1) adopt any reasonable algorithmic means for accomplishing the consensus process for validating records, as well as requirements, processes, and procedures for conducting operations, or making organizational decisions on the blockchain technology used by the BBLLC; and (2) in accordance with any procedure specified pursuant to section 4173 of this title, modify the consensus process, requirements, processes, and procedures, or substitute a new consensus process, requirements, processes, or procedures that comply with the requirements of law and the governance provisions of the BBLLC. (Added 2017, No. 205 (Adj. Sess.), § 7.)