reglab/housing_qa huggingface dataset:
11 V.S.A. § 4034
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4034. Involuntary termination

§ 4034. Involuntary termination|(a)(1) The articles of organization of a limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the provisions of this section shall apply to the limited liability company.  (2) The certificate of authority of a foreign limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the Secretary of State shall notify the company of the termination. (3) If a company that has had its articles of organization terminated or had its certificate of authority terminated files its annual report together with the annual report filing fee and the reinstatement fee for each year the company failed to file its annual report, its articles of organization or certificate of authority, as the case may be, shall be reinstated by the Secretary of State.   (b) When the reinstatement becomes effective, it relates back to and takes effect as of the effective date of termination of the company's articles of organization or the date the company's certificate of authority was terminated under subsection (a) of this section as if the termination never occurred.(c) A limited liability company or a foreign limited liability company shall lose the right to retain its name if the annual report required under subsection (a) of this section is not filed on or before five years after the date when the report is due.(d) Involuntary termination under this section does not:  (1) prevent commencement of a proceeding against the limited liability company or the foreign limited liability company in its company name; provided that a proceeding is subject to dismissal unless the company is reinstated in accordance with subsections (a) and (b) of this section; (2) abate or suspend a proceeding pending by or against the limited liability company or foreign limited liability company on the effective date of involuntary termination; or (3) terminate the authority of the designated agent of the limited liability company or foreign limited liability company; (4) alter the limited liability status of members or managers of the limited liability company or foreign limited liability company; or (5) impair the validity of acts of the limited liability company during the period between involuntary termination and reinstatement. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4041
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4041. No agency power of member as member

§ 4041. No agency power of member as member|(a) A member is not an agent of a limited liability company solely by reason of being a member.(b) A person's status as a member does not prevent or restrict law other than this title from imposing liability on a limited liability company because of the person's conduct. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4042
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4042. Liability of members and managers

§ 4042. Liability of members and managers|(a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:  (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or the manager acting as a manager.   (b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its power or management of its activities is not a ground for imposing liability on a member or manager for the debts, obligations, or other liabilities of the company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4051
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4051. Becoming a member

§ 4051. Becoming a member|(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.(c) If articles of organization filed with the Secretary of State contain the statement required by subdivision 4023(a)(5) of this title, a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company's initial members.(d) After formation of a limited liability company, a person becomes a member:  (1) as provided in the operating agreement; (2) as the result of a transaction effective under subchapter 10 of this chapter; (3) with the affirmative vote or consent of all the members; or (4) if, within 90 consecutive days after the company ceases to have any members:  (A) the last person to have been a member or the legal representative of that person designates a person to become a member; and (B) the designated person consents to become a member.    (e) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4052
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4052. Form of contribution

§ 4052. Form of contribution|A contribution may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, agreements to contribute money or property, or contracts for services to be performed. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4053
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4053. Member's liability for contributions

§ 4053. Member's liability for contributions|(a) A person's obligation to make a contribution to a limited liability company is not excused by the member's death, disability, or other inability to perform personally. If a person does not make the required contribution, the person's estate is obligated at the option of the company to contribute money equal to that portion of the value of the part of the contribution which has not been made.(b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, and without notice of any compromise under subdivision 4054(d)(4) of this title, may enforce the original obligation. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4055
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4055. Sharing of profits and losses and right to distributions

§ 4055. Sharing of profits and losses and right to distributions|(a) The profits and losses of a limited liability company shall be allocated among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value, as stated in the limited liability company records required to be kept under this chapter, of the contributions made by each member, taking into account variations in the capital contributions of each member during the period for which such allocations are made.(b) Any distributions made by a limited liability company before its dissolution and winding up shall be made among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value of the contributions made by each member as of the date of such distribution.(c)(1) A member has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution.  (2) A person's dissociation does not entitle the person to a distribution.   (d) A member has no right to receive, and may not be required to accept, a distribution in kind.(e) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4056
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4056. Limitations on distributions

§ 4056. Limitations on distributions|(a) A distribution shall not be made if:  (1) the limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.   (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of:  (1) generally accepted accounting practices and principles; (2) a fair valuation; or (3) another method that is reasonable under the circumstances.   (c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:  (1) in the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and (2) in all other cases, as of the date the:  (A) distribution is authorized if the payment occurs within 120 days after the date of authorization; or (B) payment is made if it occurs more than 120 days after the date of authorization.    (d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness and not the issuance of the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4057
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4057. Liability for unlawful distributions

§ 4057. Liability for unlawful distributions|(a) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 4056 of this title, the articles of organization, or a written operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 4056 of this title, the articles of organization, or a written operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with section 4059 of this title.(b) A member of a manager-managed limited liability company who knew a distribution was made to such member in violation of section 4056 of this title is personally liable to the limited liability company, but only to the extent that the distribution received by such member exceeded the amount that could properly have been paid under section 4056 of this title.(c) A member or manager against whom an action is brought under this section may implead in the action all:  (1) other members or managers who voted for or assented to the distribution in violation of subsection (a) of this section and may compel contribution from them; and (2) members who received a distribution in violation of subsection (b) of this section and may compel contribution from the member in the amount received in violation of subsection (b) of this section.   (d) A proceeding under this section is barred unless it is commenced within two years after the distribution. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4060
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4060. Reimbursement, indemnification, and insurance

§ 4060. Reimbursement, indemnification, and insurance|(a) A member-managed limited liability company shall reimburse a member, and a manager-managed limited liability company shall reimburse a manager, for payments made and indemnify the member or manager for liabilities reasonably incurred by the member or manager in the ordinary and proper conduct of the activities of the limited liability company or for the preservation of its activities or property.(b) A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status whether or not the operating agreement is permitted to provide for the member or manager to be indemnified against the liability.(c) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make.(d) A payment or advance that gives rise to an obligation of a limited liability company under subsections (a) through (c) of this section constitutes a loan to the company, which accrues interest from the date of the payment or advance.(e) A member is not entitled to remuneration for services performed for a limited liability company even in the capacity as a manager of a manager-managed company, except for reasonable compensation for services rendered in winding up the activities of the company. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4071
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4071. Member's distributional interest

§ 4071. Member's distributional interest|(a) A distributional interest in a limited liability company is personal property and, subject to sections 4072 and 4073 of this title, may be transferred in whole or in part.(b) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to section 4073 of this title, may also provide for the transfer of any interest represented by the certificate by a transfer of the certificate. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4072
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4072. Transfer of distributional interest

§ 4072. Transfer of distributional interest|(a) A transfer, in whole or in part, of a distributional interest:  (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the company's activities; and (3) subject to section 4075 of this title, does not entitle the transferee to:  (A) become or to exercise any rights of a member: (B) participate in the management or conduct of the company's activities; or (C) except as otherwise provided in subsection 4073(d) of this title, have access to records or other information concerning the company's activities.    (b) A transfer of a distributional interest entitles the transferee to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled with respect to the interest.(c) Except as otherwise provided in subdivision 4081(4)(B) of this title, if a member transfers a distributional interest, the transferor retains the rights of a member other than the distributional interest transferred and retains all duties and obligations of a member.(d) A transfer of a distributional interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4073
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4073. Rights of transferee

§ 4073. Rights of transferee|(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that all other members consent.(b)(1) A transferee who has become a member has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this chapter to the extent of the membership interest transferred.  (2) A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under section 4053 of this title and for obligations under section 4057 of this title to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member and which could not be ascertained from the articles of organization or the operating agreement made available to the transferee, and is not personally liable for any obligation of the limited liability company incurred before the transferee's admission as a member.   (c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor retains all duties and obligations of a member and is not released from liability to the limited liability company and the other members under the operating agreement or this chapter unless all other members consent.(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business or affairs, require access to information concerning the company's transactions, or inspect or copy any of the company's books and other records, except that in a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.(e) A transferee who does not become a member is entitled to:  (1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) receive, upon dissolution and winding up of the limited liability company's business:  (A) in accordance with the transfer, the net amount otherwise distributable to the transferor; and (B) a statement of account only from the date of the latest statement of account agreed to by all the members.    (f) A limited liability company need not give effect to a transfer or a transferee's rights under this section until it has notice of the transfer. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4074
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4074. Charging order

§ 4074. Charging order|(a)(1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the distributional interest of the judgment debtor for the unsatisfied amount of the judgment.  (2) Except as provided in subsection (f) of this section, a charging order constitutes a lien on a judgment debtor's distributional interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.   (b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:  (1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) make all other orders necessary to give effect to the charging order.   (c)(1) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the distributional interest.  (2) Except as provided in subsection (f) of this section, the purchaser at the foreclosure sale obtains only the distributional interest, does not thereby become a member, and is subject to section 4073 of this title.   (d) At any time before foreclosure under subsection (c) of this section, the member or transferee whose distributional interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.(e) At any time before foreclosure under subsection (c) of this section, a limited liability company or one or more members whose distributional interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.(f) This section does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's distributional interest.(g) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company:  (1) the court shall confirm the sale; (2) the purchaser at the sale obtains the member's entire interest, not only the member's transferable interest; (3) the purchaser thereby becomes a member; and (4) the person whose interest was subject to the foreclosed charging order is dissociated as a member.   (h) This section provides the exclusive remedy by which a person, who in the capacity of a judgment creditor seeks to enforce a judgment against a member or transferee, may satisfy the judgment from the judgment debtor's distributional interest. (Added 2015, No. 17, § 2.)
11 V.S.A. § 4075
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 25 - Limited Liability Companies|§ 4075. Power of estate of deceased member

§ 4075. Power of estate of deceased member|If a member who is an individual dies, the member's legal representative may exercise the rights of a transferee under section 4073 of this title, and, for purposes of settling the estate, the member's legal representative may exercise the rights the deceased member had under section 4058 of this title. (Added 2015, No. 17, § 2.)