reglab/housing_qa huggingface dataset:
11 V.S.A. § 3464
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3464. Right of assignee to become limited partner

§ 3464. Right of assignee to become limited partner|(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or all other partners consent.(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his or her assignor to make and return contributions as provided in subchapters 5 and 6 of this title. However, the assignee is not obligated for liabilities unknown to the assignee at the time he or she became a limited partner.(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his or her liability to the limited partnership under sections 3417 and 3442 of this title. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3465
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3465. Power of estate of deceased or partner who is incompetent

§ 3465. Power of estate of deceased or partner who is incompetent|If a partner who is an individual dies or a court of competent jurisdiction adjudges him or her to be incompetent to manage his or her person or his or her property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling his or her estate or administering his or her property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2013, No. 96 (Adj. Sess.), § 41.)
11 V.S.A. § 3471
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3471. Nonjudicial dissolution

§ 3471. Nonjudicial dissolution|A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:  (1) at the time specified in the certificate of limited partnership; (2) upon the happening of events specified in writing in the partnership agreement; (3) written consent of all partners; (4) an event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or (5) entry of a decree of judicial dissolution under section 3472 of this title. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3472
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3472. Judicial dissolution

§ 3472. Judicial dissolution|On application by or for a partner the Superior Court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. Venue for such a proceeding lies in the county where the partnership's principal office is or was located. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3473
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3473. Winding up

§ 3473. Winding up|Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the Superior Court may wind up the limited partnership's affairs upon application of any partner, his or her legal representative, or assignee. Venue for such a proceeding lies in the county where the partnership's principal office is or was located. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3474
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3474. Distribution of assets

§ 3474. Distribution of assets|Upon the winding up of a limited partnership, the assets shall be distributed as follows:  (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section 3451 or 3454 of this title; (2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 3451 or 3454 of this title; and (3) except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3481
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3481. Law governing

§ 3481. Law governing|Subject to the constitution of this State, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3482
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3482. Registration

§ 3482. Registration|Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:  (1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State; (2) the state and date of its formation; (3) the name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State; (4) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (3) of this section or, if appointed, the agent's authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; (5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership; (6) the name and business address of each general partner; and (7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this State is canceled or withdrawn. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3483
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3483. Issuance of registration

§ 3483. Issuance of registration|(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall:  (1) endorse on the application the word "Filed," and the month, day, and year of the filing thereof; (2) file in his or her office a duplicate original of the application; and (3) issue a certificate of registration to transact business in this State.   (b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3484
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3484. Name

§ 3484. Name|A foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, and it:  (1) shall contain the words "Limited Partnership," or the letters "L.P."; (2) may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under the name before the admission of that limited partner; (3) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of the State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and (4) may not contain the following words: "corporation," "incorporated," "limited by itself," "limited liability company," "limited company," or the abbreviations "corp.," "inc.," or "ltd."  (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 17, § 7.)
11 V.S.A. § 3485
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3485. Changes and amendments

§ 3485. Changes and amendments|If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3486
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3486. Cancellation of registration

§ 3486. Cancellation of registration|A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to claims for relief or causes of action arising out of the transaction of business in this State. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3487
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3487. Transaction of business without registration

§ 3487. Transaction of business without registration|(a)(1) A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State.  (2) The successor to a foreign limited 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 partnership or its successor or assignee obtains a certificate of authority.   (b) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State.(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration.(d) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to claims for relief and causes of action arising out of the transaction of business in this State.(e) A foreign limited partnership that transacts business in this State without a registration 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 registration; (2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a registration; and (3) other penalties imposed by law. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.6.)
11 V.S.A. § 3488
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3488. Action by Attorney General

§ 3488. Action by Attorney General|The Attorney General may bring an action in the Civil Division of the Superior Court to collect the penalties imposed under section 3487 of this title and to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.7.)
11 V.S.A. § 3491
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3491. Right of action

§ 3491. Right of action|A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3492
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3492. Proper plaintiff

§ 3492. Proper plaintiff|In a derivative action, the plaintiff must be a partner at the time of bringing the action and must have been a partner at the time of the transaction of which he or she complains or his or her status as a partner must have devolved upon him or her by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3493
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3493. Pleading

§ 3493. Pleading|In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3494
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3494. Expenses

§ 3494. Expenses|If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him or her to remit to the limited partnership the remainder of those proceeds received by him or her. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3501
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3501. Construction and application

§ 3501. Construction and application|This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3502
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3502. Rules for cases not provided for in this chapter

§ 3502. Rules for cases not provided for in this chapter|In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3503
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3503. Savings clause

§ 3503. Savings clause|The repeal of any statutory provision by this act does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this act, nor does the repeal of any existing statutory provision by this act impair any contract or affect any right accrued before the effective date of this act. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 4002
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4002. Knowledge and notice

§ 4002. Knowledge and notice|(a) A person knows a fact if the person has actual knowledge of it.(b) A person has notice of a fact if the person:  (1) has received a notification of the fact; (2) has reason to know of the fact from all of the facts known to the person at the time in question; or (3) is deemed to have notice of the fact under subsection (d) of this section.   (c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not they cause the other person to know the fact.(d) In the case of a limited liability company's dissolution, termination, or merger or conversion, a person who is not a member of the company is deemed to have notice as follows:  (1) for a dissolution, 90 days after a statement of dissolution under section 4103 of this title becomes effective; (2) for a termination, 90 days after the articles of termination under section 4105 of this title become effective; and (3) for a merger or conversion, upon the effective date of articles of merger or a statement of conversion filed with the Secretary of State.   (e) A person receives a notification when the notification:  (1) comes to the person's attention; or (2) is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.   (f) A member's knowledge, notice, or receipt of a notification of a fact in the member's capacity as a member does not impute knowledge, notice, or receipt of notification of the fact to the limited liability company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4004
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4004. Supplemental principles of law

§ 4004. Supplemental principles of law|(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be 12 percent per annum computed by the actuarial method. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4005
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4005. Name

§ 4005. Name|(a)(1) Except for a low-profit limited liability company, the name of a limited liability company as set forth in its articles of organization shall contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC." The word "limited" may be abbreviated as "Ltd." and "company" may be abbreviated as "Co." in a limited liability company name.  (2) The name of a low-profit limited liability company shall contain the abbreviation L3C.   (b) Unless authorized under subsection (c) of this section, the name of a limited liability company shall be distinguishable in the records of the Secretary of State from:  (1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; and (2) each name reserved under:  (A) sections 1621a, 4006, and 3403 of this title; (B) 11A V.S.A. § 4.02; (C) 11B V.S.A. § 4.02; and (D) 11C V.S.A. § 112.    (c) A person may apply to the Secretary of State for authorization to use a name that does not comply with subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if, as to each noncomplying name:  (1) the present user, registrant, or owner of the name consents to the applicant's use of the name in a signed record and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a new name that complies with subsection (b) of this section; 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 in this State the name applied for.   (d) Subject to section 4116 of this title, this section applies to a foreign limited liability company transacting business in this State that has a certificate of authority to transact business in this State or which has applied for a certificate of authority.(e) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this section. (Added 2015, No. 17, § 2.)