reglab/housing_qa huggingface dataset:
11 V.S.A. § 4.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 4 - Name|§ 4.01. Corporate head

§ 4.01. Corporate head|(a) A corporate name:  (1) shall contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language; (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation; (3) shall not have the word "cooperative" or any abbreviation thereof as part of its name unless the corporation is a worker cooperative corporation organized under 11 V.S.A. chapter 8 or the articles of incorporation contain all of the provisions required of a corporation organized as a cooperative association; and (4) shall not include any word not otherwise authorized by law.   (b) Except as authorized by subsections (c) and (d) of this section, a corporate 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 reserved, registered, or granted by or with the Secretary of State.(c) A corporation may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records 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 corporation or business consents to the use in writing and submits an undertaking in 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 corporation; 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 corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the proposed user corporation:  (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 179 (Adj. Sess.), § 1a, eff. Jan. 1, 1997; 2015, No. 17, § 8.)
11 V.S.A. § 4.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 4 - Name|§ 4.02. Reserved name

§ 4.02. Reserved name|(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's exclusive use for a 120-day period. Such 120-day period may be renewed no more than twice.(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 4.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 4 - Name|§ 4.03. Registered name

§ 4.03. Registered name|(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 15.06 of this title, if the name is distinguishable in the records of the Secretary of State from the corporate or business names that are not available under section 4.01(b)(3) of this title.(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 15.06 of this title, by delivering to the Secretary of State for filing an application:  (1) setting forth its corporate name, or its corporate name with any addition required by section 15.06 of this title, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of good standing or a document of similar import from the state or country of incorporation.   (c) The name is registered for the applicant's exclusive use upon the effective date of the application.(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this title or by another foreign corporation thereafter authorized to transact business in this State. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 17, § 9.)
11 V.S.A. § 5.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 5 - Office and Agent|§ 5.01. Registered office and registered agent

§ 5.01. Registered office and registered agent|Each corporation must continuously maintain in this State:  (1) a registered office that may be the same as any of its places of business; and (2) a registered agent, who may be:  (A) an individual who resides in this State and whose business office is identical with the registered office; (B) a domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or (C) a foreign corporation or nonprofit foreign corporation authorized to transact business in this State whose business office is identical with the registered office. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 5.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 5 - Office and Agent|§ 5.02. Change of registered office or registered agent

§ 5.02. Change of registered office or registered agent|(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:  (1) the name of the corporation; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of the new registered office; (4) the name of its current registered agent; (5) if the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and (6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.   (b) If a registered agent changes the street address of the agent's business office, the agent may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 5.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 5 - Office and Agent|§ 5.03. Resignation of registered agent

§ 5.03. Resignation of registered agent|(a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing, and the corporation at its registered office, the signed original and two exact copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office.(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement is filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 5.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 5 - Office and Agent|§ 5.04. Service on corporation

§ 5.04. Service on corporation|(a) The corporation's registered agent shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.(b) Whenever a corporation shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of such process, notice, or demand. In the event any such process, notice, or demand is served on the Secretary of State, he or she shall immediately cause one of the copies thereof to be forwarded by registered or certified mail, return receipt requested, addressed to the corporation at its registered office.(c) The Secretary of State shall keep a record of all processes, notices, and demands served upon the Secretary under this section, and shall record therein the time of such service and the Secretary's action with reference thereto.(d) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or by rule. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.01. Authorized shares

§ 6.01. Authorized shares|(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 6.02 of this title.(b) The articles of incorporation must authorize:  (1) one or more classes of shares that together have unlimited voting rights; and (2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution:   (c) The articles of incorporation may authorize one or more classes of shares that:  (1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this act; (2) are redeemable or convertible as specified in the articles of incorporation;  (A) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (B) for cash, indebtedness, securities, or other property; (C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;  (3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; (4) have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.   (d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection 1.20(j) of this title.(e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.(f) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) of this section is not exhaustive. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 85, eff. June 6, 2008.)
11 V.S.A. § 6.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.02. Terms of class or series determined by board of directors

§ 6.02. Terms of class or series determined by board of directors|(a) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights (within the limits set forth in section 6.01 of this title) of:  (1) any class of shares before the issuance of any shares of that class; or (2) one or more series within a class before the issuance of any shares of that series.   (b) Each series of a class must be given a distinguishing designation.(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth:  (1) the name of the corporation; (2) the text of the amendment determining the terms of the class or series of shares; (3) the date it was adopted; and (4) a statement that the amendment was duly adopted by the board of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.03. Issued and outstanding shares

§ 6.03. Issued and outstanding shares|(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 6.40 of this title.(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.04. Fractional shares

§ 6.04. Fractional shares|(a) A corporation may:  (1) issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; (3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.   (b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by subsection 6.25(b) of this title.(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:  (1) that the scrip will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.20
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.20. Subscription for shares before incorporation

§ 6.20. Subscription for shares before incorporation|(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, and unless the subscription agreement provides otherwise, if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber, the corporation may rescind the agreement.(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 6.21 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.21
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.21. Issuance of shares

§ 6.21. Issuance of shares|(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services performed, or other securities of the corporation.(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. No share shall be issued until such share is fully paid.(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 86, eff. June 6, 2008.)
11 V.S.A. § 6.22
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.22. Liability of shareholders

§ 6.22. Liability of shareholders|(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 6.21) or specified in the subscription agreement (section 6.20).(b) A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct.(c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.(d) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not be personally liable to the corporation as a holder of or subscriber to shares of a corporation but the estate and funds in his or her hands shall be liable to the corporation as a holder of or subscriber to the shares of a corporation.(e) No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 6.23
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 6 - Shares and Distributions|§ 6.23. Share dividends

§ 6.23. Share dividends|(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.(b) Shares of one class or series may not be issued as a share dividend on shares of another class or series unless:  (1) the articles of incorporation so authorize; (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or (3) there are no outstanding shares of the class or series to be issued.   (c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)