reglab/housing_qa huggingface dataset:
11 V.S.A. § 3305
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3305. Action by Attorney General

§ 3305. Action by Attorney General|The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 3303 of this title and to restrain a foreign limited liability partnership from transacting business in this State in violation of this subchapter. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.5.)
11 V.S.A. § 3310
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3310. Fees

§ 3310. 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) Statement of authority                                                       $125.00  (2) Statement of denial                                                             No fee  (3) Statement of dissociation                                                    No fee  (4) Statement of dissolution                                                      No fee  (5) Statement of merger                                                          $  50.00  (6) Statement of qualification                                                 $  75.00  (7) Statement of foreign qualification                                    $100.00  (8) Amendment                                                                       $  25.00  (9) Cancellation                                                                      $    5.00  (10) Annual report of domestic limited     liability partnership                                                                             $  15.00    (11) Annual report of foreign limited     liability partnership                                                                             $100.00    (12) Reinstatement                                                                  $  25.00  (13) Statement of change of designated agent                        $  25.00, or designated office, or both                                                       not to                                                                                                    exceed                           $1,000.00  per filer            per calen-           dar year       (14) Application for certificate of good standing                   $  25.00  (15) 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.), § 1, eff. Jan. 1, 1999; amended 2003, No. 70 (Adj. Sess.), § 13, eff. March 1, 2004; 2013, No. 72, § 7.)
11 V.S.A. § 3311
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3311. Uniformity of application and construction

§ 3311. Uniformity of application and construction|This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3312
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3312. Applicability

§ 3312. Applicability|(a) Before January 1, 1999, this chapter governs only a partnership formed:  (1) after the effective date of this chapter, except a partnership that is continuing the business of a dissolved partnership under section 1333 of this title; and (2) before the effective date of this chapter, that elects, as provided by subsection (c) of this section, to be governed by this chapter.   (b) On and after January 1, 1999, this chapter governs all partnerships.(c) Before January 1, 1999, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year before the partnership's election to be governed by this chapter, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3313
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3313. Savings clause

§ 3313. Savings clause|The enactment of this chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3401
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3401. Definitions

§ 3401. Definitions|As used in this chapter:  (1) A "certificate of limited partnership" means the certificate referred to in section 3411 of this title, and the certificate as amended or restated. (2) A "contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner. (3) An "event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 3432 of this title. (4) A "foreign limited partnership" means a partnership formed under laws other than the laws of this State and having as partners one or more general partners and one or more limited partners. (5) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (7) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners. (8) "Partner" means a limited or general partner. (9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (11) "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or limited liability company. (12) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3402
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3402. Name

§ 3402. Name|(a) The name of each limited partnership as set forth in its certificate of limited partnership:  (1) shall contain the words "Limited Partnership," or the letters "L.P."; (2) may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under that name before the admission of that limited partner; (3) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and (4) may not contain the following words: "corporation," "incorporated," "limited" by itself, "limited liability company," "limited company," or the abbreviations "corp.," "Inc.," or "Ltd."   (b) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this chapter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2003, No. 107 (Adj. Sess.), § 17; 2015, No. 17, § 6.)
11 V.S.A. § 3403
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3403. Reservation of name

§ 3403. Reservation of name|(a) The exclusive right to the use of a name may be reserved by:  (1) any person intending to organize a limited partnership under this chapter and to adopt that name; (2) any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name; (3) any foreign limited partnership intending to register in this State and adopt that name; and (4) any person intending to organize a foreign limited partnership and intending to have it registered in this State and to adopt that name.   (b) The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, he or she shall reserve the name for the exclusive use of the applicant for a period of 120 days. The owner of a name reserved under this section may renew the reservation for two successive periods of 120 days each. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3404
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3404. Specified office and agent

§ 3404. Specified office and agent|Each limited partnership shall continuously maintain in this State:  (1) an office, which may but need not be a place of its business in this State, at which shall be kept the records required by section 3405 of this title to be maintained; and (2) an agent for service of process on the limited partnership, which agent must be an individual resident of this State, a domestic corporation, partnership, limited liability company, or a foreign corporation, partnership, or limited liability company authorized to do business in this State. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3405
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3405. Records to be kept

§ 3405. Records to be kept|(a) Each limited partnership shall keep at the office referred to in subdivision 3404(1) of this title the following:  (1) a current list of the full name and last known business address of each partner, separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order); (2) a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and (5) unless contained in a written partnership agreement, a writing setting out:  (A) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute; (B) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made; (C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and (D) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.    (b) Records kept under this section are subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3406
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3406. Nature of business

§ 3406. Nature of business|A limited partnership may carry on any business that a partnership without limited partners may carry on except a business in which a corporation formed under the general corporation law may not engage. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3407
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3407. Business transactions of partner with partnership

§ 3407. Business transactions of partner with partnership|Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3411
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3411. Certificate of limited partnership

§ 3411. Certificate of limited partnership|(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Office of the Secretary of State. The certificate shall set forth:  (1) the name of the limited partnership; (2) the address of the office and the name and address of the agent for service of process required to be maintained by section 3404 of this title; (3) the name and the business address of each general partner; (4) the name and place of residence of each limited partner and the amount of cash and a description of and the agreed value of other property contributed by each limited partner; (5) the latest date upon which the limited partnership is to dissolve; and (6) any other matters the general partners determine to include therein.   (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the Office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3412
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3412. Amendment to certificate

§ 3412. Amendment to certificate|(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the Office of the Secretary of State. The certificate shall set forth:  (1) the name of the limited partnership; (2) the date of filing the original certificate; and (3) the amendment to the certificate.   (b) Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:  (1) the admission of a new general partner; (2) the withdrawal of a general partner; or (3) the continuation of the business under section 3471 of this title after an event of withdrawal of a general partner.   (c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.(e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the 30-day period specified in subsection (b).(f) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3413
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3413. Cancellation of certificate

§ 3413. Cancellation of certificate|A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the Office of the Secretary of State and set forth:  (1) the name of the limited partnership; (2) the date of filing of its original certificate of limited partnership; (3) the reason for filing the certificate of cancellation; (4) the effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and (5) any other information the general partners filing the certificate determine. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3414
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3414. Execution of certificates

§ 3414. Execution of certificates|(a) Each certificate required by this subchapter to be filed in the Office of the Secretary of State shall be executed in the following manner:  (1) an original certificate of limited partnership must be signed by all general partners; (2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and (3) a certificate of cancellation must be signed by all general partners.   (b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3415
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3415. Execution by judicial act

§ 3415. Execution by judicial act|If a person required by section 3414 of this title to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the Superior Court for the county where the limited partnership has its principal place of business or, if it has no principal place of business in this State, then the county where the office required to be maintained by section 3404 of this title is located to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the Secretary of State to record an appropriate certificate. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3416
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3416. Filing in Office of Secretary of State

§ 3416. Filing in Office of Secretary of State|(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his or her authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law he or she shall:  (1) endorse on each duplicate original the word "Filed" and the day, month, and year of the filing thereof; (2) file one duplicate original in his or her office; and (3) return the other duplicate original to the person who filed it or his or her representative.   (b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the Office of the Secretary of State, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is canceled. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3417
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3417. Liability for false statement in certificate

§ 3417. Liability for false statement in certificate|If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:  (1) any person who executes the certificate, or causes another to execute it on his or her behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and (2) any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section 3415 of this title. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3418
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3418. Scope of notice

§ 3418. Scope of notice|The fact that a certificate of limited partnership is on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners and the persons designated therein as limited partners, if any are so designated, are limited partners, but it is not notice of any other fact. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
11 V.S.A. § 3419
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 23 - Limited Partnerships|§ 3419. Delivery of certificates to limited partners

§ 3419. Delivery of certificates to limited partners|Upon the return by the Secretary of State pursuant to section 3416 of this title of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)