reglab/housing_qa huggingface dataset:
11 V.S.A. § 3420
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3420. Fees

§ 3420. Fees|(a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing:   (1) Certificate of Limited Partnership                                    $125.00  (2) Registration of Foreign Limited Partnership                    $125.00  (3) Amendment                                                                         $25.00  (4) Cancellation                                                                        No fee  (5) Merger                                                                                 $50.00  (6) Statement of change    of designated agent  or designated office, or both                                        $25.00,        not to   exceed              $1,000.00  per filer              per calen-  dar  year       (7) Application for certificate of good standing                       $25.00  (8) Any other document permitted or required to    be filed by this chapter                                                 $20.00        (b) The Secretary of State shall collect the following fees:  (1) $25.00 each time process is served on the Secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding. (2) $25.00 for the certificate certifying the copy of any filed document related to a partnership, limited liability partnership, or a foreign limited liability partnership. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2003, No. 70 (Adj. Sess.), § 14, eff. March 1, 2004; 2013, No. 72, § 8.)
11 V.S.A. § 3421
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3421. Admission of limited partners

§ 3421. Admission of limited partners|(a) A person becomes a limited partner:  (1) at the time the limited partnership is formed; or (2) at any later time specified in the records of the limited partnership for becoming a limited partner.   (b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:  (1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and (2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in section 3464 of this title, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3422
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3422. Voting

§ 3422. Voting|Subject to section 3423 of this title, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3424
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3424. Person erroneously believing himself or herself limited partner

§ 3424. Person erroneously believing himself or herself limited partner|(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he or she has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he or she:  (1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or (2) withdraws from future equity participation in the enterprise by executing and filing in the Office of the Secretary of State a certificate declaring withdrawal under this section.   (b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise before the person withdraws and an appropriate certificate is filed to show withdrawal, or before an appropriate certificate is filed to show that he or she is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3425
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3425. Information

§ 3425. Information|Each limited partner has the right to:  (1) inspect and copy any of the partnership records required to be maintained by section 3405 of this title; and (2) obtain from the general partners from time to time upon reasonable demand true and full information regarding the state of the business and financial condition of the limited partnership; promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and other information regarding the affairs of the limited partnership as is just and reasonable. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3431
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3431. Admission of additional general partners

§ 3431. Admission of additional general partners|After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3432
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3432. Events of withdrawal

§ 3432. Events of withdrawal|Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:  (1) the general partner withdraws from the limited partnership as provided in section 3452 of this title; (2) the general partner ceases to be a member of the limited partnership as provided in section 3462 of this title; (3) the general partner is removed as a general partner in accordance with the partnership agreement; (4) unless otherwise provided in writing in the partnership agreement, the general partner: makes an assignment for the benefit of creditors; files a voluntary petition in bankruptcy; is adjudicated a bankrupt or insolvent; files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding of this nature; or seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties; (5) unless otherwise provided in writing in the partnership agreement, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his or her consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his or her properties, the appointment is not vacated or stayed or within 90 days after the expiration of any such stay, the appointment is not vacated; (6) in the case of a general partner who is a natural person:  (A) his or her death; or (B) the entry of an order by a court of competent jurisdiction adjudicating him or her incompetent to manage his or her person or his or her estate;  (7) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (9) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or (10) in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3433
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3433. General powers and liabilities

§ 3433. General powers and liabilities|(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.(b) Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3434
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3434. Contributions by general partner

§ 3434. Contributions by general partner|A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his or her participation in the partnership as a limited partner. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3435
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3435. Voting

§ 3435. Voting|The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3441
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3441. Form of contribution

§ 3441. Form of contribution|The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3442
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3442. Liability for contribution

§ 3442. Liability for contribution|(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he or she is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, he or she is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to section 3405 of this title, of the stated contribution which has not been made.(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation and before the amendment or cancellation thereof to reflect the compromise may enforce the original obligation. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3443
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3443. Sharing of profits and losses

§ 3443. Sharing of profits and losses|The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to section 3405 of this title, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3444
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3444. Sharing of distributions

§ 3444. Sharing of distributions|Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section 3405 of this title, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3451
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3451. Interim distributions

§ 3451. Interim distributions|Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his or her withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3452
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3452. Withdrawal of general partner

§ 3452. Withdrawal of general partner|A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him or her. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3453
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3453. Withdrawal of limited partner

§ 3453. Withdrawal of limited partner|A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his or her address on the books of the limited partnership at its office in this State. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3454
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3454. Distribution upon withdrawal

§ 3454. Distribution upon withdrawal|Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he or she is entitled under the partnership agreement and, if not otherwise provided in the agreement, he or she is entitled to receive, within a reasonable time after withdrawal, the fair value of his or her interest in the limited partnership as of the date of withdrawal based upon what a willing buyer would pay a willing seller for the interest, with neither party being under any compulsion to buy or sell his or her right to share in distributions from the limited partnership. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3455
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3455. Distribution in kind

§ 3455. Distribution in kind|Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his or her contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him or her exceeds a percentage of that asset which is equal to the percentage in which he or she shares in distributions from the limited partnership. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3456
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3456. Right to distribution

§ 3456. Right to distribution|At the time a partner becomes entitled to receive a distribution, he or she has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3457
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3457. Limitations on distribution

§ 3457. Limitations on distribution|A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3458
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3458. Liability upon return of contribution

§ 3458. Liability upon return of contribution|(a) If a partner has received the return of any part of his or her contribution without violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.(b) If a partner has received the return of any part of his or her contribution in violation of the partnership agreement or this chapter, he or she is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.(c) A partner receives a return of his or her contribution to the extent that a distribution to him or her reduces his or her share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to section 3405 of this title, of his or her contribution which has not been distributed to him or her. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3461
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3461. Nature of partnership interest

§ 3461. Nature of partnership interest|A partnership interest is personal property. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3462
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3462. Assignment of partnership interest

§ 3462. Assignment of partnership interest|Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his or her partnership interest. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3463
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3463. Rights of creditor

§ 3463. Rights of creditor|On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to his or her partnership interest. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)