reglab/housing_qa huggingface dataset:
11 V.S.A. § 3282
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3282. Conversion of partnership to limited partnership

§ 3282. Conversion of partnership to limited partnership|(a) A partnership may be converted to a limited partnership pursuant to this section.(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:  (1) a statement that the partnership was converted to a limited partnership from a partnership; (2) its former name; and (3) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.   (d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3283
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3283. Conversion of limited partnership to partnership

§ 3283. Conversion of limited partnership to partnership|(a) A limited partnership may be converted to a partnership pursuant to this section.(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.(d) The conversion takes effect when the certificate of limited partnership is canceled.(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 3226 of this title, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3284
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3284. Effect of conversion; entity unchanged

§ 3284. Effect of conversion; entity unchanged|(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.(b) When a conversion takes effect:  (1) all property owned by the converting partnership or limited partnership remains vested in the converted entity; (2) all obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and (3) an action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3285
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3285. Merger of partnerships

§ 3285. Merger of partnerships|(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships.(b) The plan of merger must set forth:  (1) the name of each partnership or limited partnership that is a party to the merger; (2) the name of the surviving entity into which the other partnerships or limited partnerships will merge; (3) whether the surviving entity is a partnership or a limited partnership and the status of each partner; (4) the terms and conditions of the merger; (5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and (6) the street address of the surviving entity's chief executive office.   (c) The plan of merger must be approved:  (1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and (2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.   (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.(e) The merger takes effect on the later of:  (1) the approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section; (2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) any effective date specified in the plan of merger. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3287
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3287. Statement of merger

§ 3287. Statement of merger|(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.(b) A statement of merger must contain:  (1) the name of each partnership or limited partnership that is a party to the merger; (2) the name of the surviving entity into which the other partnerships or limited partnerships were merged; (3) the street address of the surviving entity's chief executive office and of an office in this state, if any; and (4) whether the surviving entity is a partnership or a limited partnership.   (c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 3222 of this title, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.(d) For the purposes of section 3222 of this title, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection 3205(c) of this title, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3288
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3288. Nonexclusive

§ 3288. Nonexclusive|This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3291
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3291. Statement of qualification

§ 3291. Statement of qualification|(a)(1) Any lawful partnership may become a limited liability partnership pursuant to this section.  (2) A limited liability partnership or a foreign limited liability partnership engaging in a business subject to any other provisions of law of this State governing or regulating business may be formed or authorized to transact business under this chapter only if permitted by, and subject to all limitations of, the other statute. The following shall not be formed or authorized to transact business under this chapter:  (A) credit unions regulated under Title 8; (B) insurance companies regulated under Title 8; (C) railroad companies regulated under Title 19.    (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.(c) After the approval required by subsection (b) of this section, a partnership may only become a limited liability partnership by filing a statement of qualification. The statement must contain:  (1) the name of the partnership; (2) the location of the principal place of business in this State; (3) if the partnership does not have a principal place of business in this State, the name and street address of the partnership's agent for service of process; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any.   (d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) of this title or revoked pursuant to section 3293 of this title.(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 1999, No. 153 (Adj. Sess.), § 24, eff. Jan. 1, 2001.)
11 V.S.A. § 3292
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3292. Name

§ 3292. Name|(a) The name of a limited liability partnership must end with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."(b) Except as authorized by subsections (c) and (d) of this section, a limited liability partnership's name shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is granted, reserved, or registered by or with the Secretary of State.(c) A limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records of the Secretary of State from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:  (1) the other entity consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable in the records from the name of the applying company; or (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this State.   (d) A limited liability partnership may use the name, including the trade name, of another domestic or foreign limited liability partnership that is used in this State if the other partnership is organized or authorized to transact business in this State and the proposed user partnership:  (1) has merged with the other partnership; (2) has been formed by reorganization of the other partnership; or (3) has acquired all or substantially all of the assets, including the name, of the other partnership.   (e) Notwithstanding any other provision of law, a limited liability partnership or foreign limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 17, § 5.)
11 V.S.A. § 3293
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3293. Annual report

§ 3293. Annual report|(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the Office of the Secretary of State which contains:  (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) the street address of the partnership's principal office and, if different, the street address of an office in this State, if any; and (3) if the partnership does not have an office in this State, the name and street address of the partnership's designated agent for service of process.   (b) An annual report must be filed between January 1 and April 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.(c) The Secretary of State may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the Secretary of State shall provide the partnership at least 60 days' written notice of intent to revoke the statement. The notice must be mailed to the partnership at its designated office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.(d) A revocation under subsection (c) of this section only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.(e) A partnership whose statement of qualification has been revoked may apply to the Secretary of State for reinstatement within two years after the effective date of the revocation. The application must state:  (1) the name of the partnership and the effective date of the revocation; and (2) that the ground for revocation either did not exist or has been corrected.   (f) A reinstatement under subsection (e) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3301
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3301. Law governing foreign limited liability partnership

§ 3301. Law governing foreign limited liability partnership|(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State.(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3302
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3302. Statement of foreign qualification

§ 3302. Statement of foreign qualification|(a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:  (1) The name of the foreign limited liability partnership which satisfies the requirements of section 3292 of this title and the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." In the event that the name of the foreign limited liability partnership does not satisfy the requirements of section 3292 of this title, the foreign limited liability partnership shall use an available trade name to transact business in this State if it delivers to the Secretary of State for filing a copy of the statement executed by at least two partners adopting the trade name. (2) The street address of the partnership's principal office and, if different, the street address of an office of the partnership in this State, if any. (3) If there is no office of the partnership in this State, the name and street address of the partnership's agent for service of process. (4) A deferred effective date, if any.   (b) The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.(c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) or revoked pursuant to section 3293 of this title.(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3303
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3303. Effect of failure to qualify

§ 3303. Effect of failure to qualify|(a)(1) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has in effect a statement of foreign qualification.  (2) The successor to a foreign limited liability partnership 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 partnership or its successor or assignee obtains a certificate of authority.   (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.(c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.(d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.(e) A foreign limited liability partnership that transacts business in this State without a statement of foreign qualification 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 statement of foreign qualification; (2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a statement of foreign qualification; and (3) other penalties imposed by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.4.)
11 V.S.A. § 3304
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3304. Activities not constituting transacting business

§ 3304. Activities not constituting transacting business|(a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this subchapter include:  (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its partners 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 partnership'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 through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in personal property; (8) collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and (10) transacting business in interstate commerce.   (b) For purposes of this subchapter, the ownership in this State of income producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this State.(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)