reglab/housing_qa huggingface dataset:
11 V.S.A. § 4176
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4176. Scope of subchapter; other law

§ 4176. Scope of subchapter; other law|Except as expressly provided otherwise, this subchapter does not exempt a BBLLC from any other judicial, statutory, or regulatory provision of Vermont law or federal law, including State and federal securities laws. Except to the extent inconsistent with the provisions of this subchapter, the provisions of the Vermont Limited Liability Company Act govern. (Added 2017, No. 205 (Adj. Sess.), § 7.)
11 V.S.A. § 1.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.01. Short title

§ 1.01. Short title|This title shall be known and may be cited as the "Vermont Business Corporation Act."  (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 1.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.02. Reservation of power

§ 1.02. Reservation of power|Nothing contained in this title shall give the right to impair the obligation of any charter, or any amendment thereof, granted or made prior to November 19, 1851; nor shall the General Assembly enact any law that would so affect any charter or amendment passed prior to such date. Subject to the foregoing restriction, any act creating, continuing, altering, or renewing a corporation or body politic may be repealed by the General Assembly, as the public good requires; and any such act may be altered or amended by the General Assembly, as the public good requires, if within the exception specified in section 69 of Chapter II of the Vermont Constitution. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 1.20
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.20. Filing requirements

§ 1.20. Filing requirements|(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.(b) This title must require or permit filing the document in the Office of the Secretary of State.(c) The document must contain the information required by this title. It may contain other information as well.(d) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State.(e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.(f) The document must be executed:  (1) by the chair of the board of directors of a domestic or foreign corporation, or by any officer of the corporation; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.   (g) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs. The document may but need not contain:  (1) the corporate seal; (2) an attestation by the secretary or an assistant secretary; (3) an acknowledgement, verification, or proof.   (h) If the Secretary of State has prescribed a mandatory form or electronic format for the document under section 1.21 of this title, the document must be in or on the prescribed form.(i) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy, the correct filing fee, and any penalty required by this title.(j)(1) Any of the terms of a plan or filed documents may be made dependent on facts ascertainable outside the plan or filed documents as follows:   (A) The manner in which the facts operate on the terms of the plan or filed document must be clearly and expressly set forth in the plan or filed document. (B) The facts may include without limitation actions or events within the control of, or determinations made by, a part to the plan or filing the filed document or a representative of a party to the plan or filing the filed document.  (2) As used in this section:  (A) "Filed document" means a document filed with the secretary of state under any provision of this title, except chapter 15 or section 16.22 of this title. (B) "Plan" means a plan of merger or share exchange. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 77, eff. June 6, 2008.)
11 V.S.A. § 1.21
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.21. Forms

§ 1.21. Forms|(a) The Secretary of State may prescribe the form or electronic format of and furnish on request forms or specifications for formats for:  (1) Articles of incorporation. Such form shall note the information required under subsection 2.02(a) of this title, together with a summary of such information or provisions as are permitted by this title. (2) An application for a certificate of good standing. (3) A foreign corporation's application for a certificate of authority to transact business in this State. (4) A foreign corporation's application for a certificate of withdrawal. (5) The annual report.   If the Secretary of State so requires, compliance with these forms is mandatory.(b) The Secretary of State may prescribe the form of and furnish on request forms for other documents required or permitted to be filed by this title but their use is not mandatory. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 78, eff. June 6, 2008.)
11 V.S.A. § 1.23
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.23. Effective time and date of document

§ 1.23. Effective time and date of document|(a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document accepted for filing is effective:  (1) at the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed.   (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 79, eff. June 6, 2008.)
11 V.S.A. § 1.24
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.24. Correcting filed document

§ 1.24. Correcting filed document|(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document:  (1) is incomplete; (2) contains an incorrect statement; (3) was defectively executed, attested, sealed, verified, or acknowledged; or (4) the electronic transmission of which was defective.   (b) A document is corrected:  (1) by preparing articles of correction that:  (A) describe the document (including its filing date) or attach a copy of it to the articles; (B) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; (C) correct the incorrect statement or defective execution; and  (2) by delivering the articles to the Secretary of State for filing.   (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying to their detriment on the uncorrected document. As to those persons, articles of correction are effective when filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 80, eff. June 6, 2008.)
11 V.S.A. § 1.25
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.25. Filing duty of Secretary of State

§ 1.25. Filing duty of Secretary of State|(a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it.(b) The Secretary of State files a document by recording it as "filed" together with his or her name and official title on the date and time of receipt, on both the document and on the record of the receipt for the filing fee. After filing a document, except as provided in sections 5.03 and 15.10 of this title, the Secretary of State shall deliver a copy of the document and filing fee receipt (or acknowledgment of receipt if no fee is required) to the domestic or foreign corporation or its representative.(c) If the Secretary of State refuses to file a document, he or she shall return it to the domestic or foreign corporation or its representative within five days after the document is delivered, together with a brief, written explanation of the reason for refusing to file the document.(d) The Secretary of State's duty to file documents under this section is ministerial. His or her filing or refusing to file a document does not:  (1) affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 81, eff. June 6, 2008.)
11 V.S.A. § 1.26
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.26. Appeal from Secretary of State's refusal to file document

§ 1.26. Appeal from Secretary of State's refusal to file document|(a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the Superior Court of the county of the corporation's principal office, in the case of a domestic corporation, or the corporation's registered office, in the case of a foreign corporation. The appeal is commenced by filing a civil action to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file. Such a civil action shall be tried by the court without a jury.(b) The court may summarily order the Secretary of State to file the document, sustain the Secretary's action, or take other action the court considers appropriate.(c) The court's final judgment may be appealed as in other civil actions. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 1.27
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.27. Evidentiary effect of copy of filed document

§ 1.27. Evidentiary effect of copy of filed document|A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State is conclusive evidence that the document is on file with the Secretary of State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 82, eff. June 6, 2008.)
11 V.S.A. § 1.28
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.28. Certificate of good standing

§ 1.28. Certificate of good standing|(a) Anyone may apply to the Secretary of State to furnish a certificate of good standing for a domestic corporation or a certificate of authorization for a foreign corporation.(b) A certificate of good standing or authorization sets forth:  (1) the domestic corporation's corporate name or the foreign corporation's corporate name used in this State; (2) that:  (A) the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or (B) the foreign corporation is authorized to transact business in this State;  (3) that all fees and penalties owed to this state under section 1.22 of this title have been paid if:  (A) payment is reflected in the records of the Secretary of State; and (B) nonpayment affects the existence or authorization of the domestic or foreign corporations;  (4) that its most recent annual report required by section 16.22 of this title has been delivered to the Secretary of State; (5) that articles of dissolution have not been filed; and (6) other facts of records in the office of the Secretary of State that may be requested by the applicant.   (c) Subject to any qualification stated in the certificate, a certificate of good standing or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 1.29
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.29. Signing false documents

§ 1.29. Signing false documents|(a) No officer, director, or incorporator may sign a document, knowing that the document is false in any material respect, and intending that the document be delivered to the Secretary of State for filing.(b) A person who violates the provisions of subsection (a) of this section shall be fined not more than $1,000.00.(c) A person harmed by reliance on a false document filed in violation of the provisions of subsection (a) of this section may bring an action against the person signing and filing such document for damages and such further relief as the court deems proper. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 1.30
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.30. Powers

§ 1.30. Powers|The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 1.41
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.41. Notice

§ 1.41. Notice|(a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances.(b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other form of wire, wireless, or electronic communication; or by mail or private carrier or other method of delivery. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.(c) Notice to shareholders. Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when:  (1) mailed first class postpaid and correctly addressed to the shareholder's address as shown in the corporation's current record of shareholders; or (2) electronically transmitted to the shareholder in a manner authorized by the shareholder.   (d) Notice to corporations. Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to:  (1) its registered agent at its registered office; (2) the corporation or its secretary at its principal office shown in its most recent annual report; or (3) in the case of a foreign corporation that has not yet delivered an annual report, the corporation or its secretary at its principal office shown in its application for a certificate of authority.   (e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:  (1) when received; (2) five days after its deposit in the U.S. mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; (3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.   (f) Oral notice is effective when communicated if communicated in a comprehensible manner.(g) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 84, eff. June 6, 2008.)
11 V.S.A. § 1.42
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 1 - General Provisions|§ 1.42. Number of shareholders

§ 1.42. Number of shareholders|(a) For purposes of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:  (1) all co-owners of the same shares; (2) a corporation, partnership, trust, estate, or other entity; (3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.   (b) For purposes of this title, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person. The provisions of this subsection shall not affect the voting rights of shareholders under chapter 7 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 2.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 2 - Incorporation|§ 2.01. Incorporators

§ 2.01. Incorporators|One or more natural persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 2.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 2 - Incorporation|§ 2.03. Incorporation

§ 2.03. Incorporation|(a) Unless a delayed effective date is specified, the corporate existence begins when the Secretary of State issues a certificate of incorporation, after finding that the articles of incorporation conform to law, and that all fees imposed under section 1.22 of this title have been paid.(b) The Secretary of State's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.(c) The Secretary of State shall maintain a separate record of the number of corporations that deliver articles of incorporation to the Secretary for filing by electronic transmission. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2009, No. 78 (Adj. Sess.), § 44c, eff. April 15, 2010.)
11 V.S.A. § 2.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 2 - Incorporation|§ 2.04. Liability for preincorporation transactions

§ 2.04. Liability for preincorporation transactions|All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for all liabilities created while so acting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 2.05
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 2 - Incorporation|§ 2.05. Organization of corporation

§ 2.05. Organization of corporation|(a) After incorporation:  (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:  (A) to elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.    (b) Action required or permitted by this title to be taken by incorporators at an organizational meeting may be taken without a meeting each time action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.(c) An organizational meeting may be held in or outside this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 2.06
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 2 - Incorporation|§ 2.06. Bylaws

§ 2.06. Bylaws|(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.(b) The bylaws of a corporation may contain any provisions for managing the business and regulating the affairs of the corporation that are not inconsistent with law or the articles of incorporation, and may be stored or depicted in any tangible or electronic medium. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2009, No. 78 (Adj. Sess.), § 38, eff. April 15, 2010.)
11 V.S.A. § 3.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 3 - Purposes and Powers|§ 3.01. Purposes

§ 3.01. Purposes|(a) Every corporation incorporated under this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.(b) A corporation engaging in a business that is subject to regulation under another statute of this State may incorporate under this title only if permitted by, and subject to all limitations of, the other statute, including:  (1) banks, savings and loan associations, credit unions, and other financial institutions regulated under Title 8; (2) insurance companies regulated under Title 8; (3) public service utilities regulated under Title 30; (4) railroad companies regulated under Title 19; and (5) professional corporations under 11 V.S.A. chapter 3 or 4. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2001, No. 77 (Adj. Sess.), § 4.)
11 V.S.A. § 3.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 3 - Purposes and Powers|§ 3.04. Ultra vires

§ 3.04. Ultra vires|(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.(b) A corporation's power to act may be challenged:  (1) in a proceeding by a shareholder against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) in a proceeding by the attorney general under section 14.30 of this title.   (c) In a shareholder's proceeding under subdivision (b)(1) of this section, to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)