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2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.07. Registered office and registered agent of foreign corporation

§ 15.07. Registered office and registered agent of foreign corporation
Each foreign corporation authorized to transact business in this State 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 domestic not-for-profit corporation whose business office is identical with the registered office; or
(C) a foreign corporation or foreign not-for-profit 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.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.08. Change of registered office or registered agent of foreign corporation

§ 15.08. Change of registered office or registered agent of foreign corporation
(a) A foreign corporation authorized to transact business in this State 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) its name;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of its new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of its 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 his or her business office, he or she may change the street address of the registered office of any foreign 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 of change 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.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.09. Resignation of registered agent of foreign corporation

§ 15.09. Resignation of registered agent of foreign corporation
(a) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report.
(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 was filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.10. Service of process on foreign corporation

§ 15.10. Service of process on foreign corporation
Service of process on a foreign corporation is governed by 12 V.S.A. subchapter 6, chapter 25 and by the Vermont Rules of Civil Procedure. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.20. Withdrawal of foreign corporation

§ 15.20. Withdrawal of foreign corporation
(a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.
(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:
(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;
(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact or was transacting without authorization business in this State;
(4) a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection;
(5) a commitment to notify the Secretary of State for the next seven years of any change in its mailing address; and
(6) any additional information required by the Secretary of State as necessary or appropriate to determine and assess any unpaid fees due to the State under this chapter and payable by the foreign corporation.
(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b) of this section or otherwise perfect service under section 15.10 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.32. Appeal from involuntary termination

§ 15.32. Appeal from involuntary termination
(a) If the Secretary of State does not cancel the termination of a certificate of authority of a foreign corporation pursuant to section 15.30 of this title, such foreign corporation may appeal the Secretary of State’s termination of its certificate of authority to the Superior Court in Washington County or in the county in which the foreign corporation’s principal office in Vermont is located within 90 days after service of the notice of such termination is perfected under section 15.10 of this title. The foreign corporation appeals by petitioning the Court to set aside the termination and attaching to the petition copies of its certificate of authority and the Secretary of State’s notice of termination.
(b) The Court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c) The Court’s final decision may be appealed as in other civil proceedings. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.33. Involuntary termination by judicial proceeding

§ 15.33. Involuntary termination by judicial proceeding
Upon petition by the Attorney General, the Superior Court of Washington County may terminate the certificate of authority of a foreign corporation if it is established that the corporation has continued to exceed or abuse the authority conferred upon it under the laws of this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 16 - Records and Reports › § 16.01. Corporate powers

§ 16.01. Corporate powers
(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and records of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form, including electronic form, capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office (or, if none in this State, then the registered office):
(1) its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) its bylaws or restated bylaws and all amendments to them currently in effect;
(3) resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4) the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting;
(5) all written or electronic communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 16.20 of this title;
(6) a list of the names and business addresses of its current directors and officers; and
(7) its most recent annual report delivered to the Secretary of State under section 16.22 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 100, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 16 - Records and Reports › § 16.02. Inspection of records by shareholders

§ 16.02. Inspection of records by shareholders
(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, or, if none in this State, the registered office, any of the records of the corporation described in subsection 16.01(e) of this title if the shareholder gives the corporation written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy. A shareholder of a close corporation as defined in section 20.02 of this title is also entitled to inspect and copy, pursuant to this subsection, such corporation’s record of shareholders.
(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of his or her demand at least five business days before the day on which he or she wishes to inspect and copy:
(1) accounting records of the corporation; and
(2) the record of shareholders.
(c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:
(1) the shareholder establishes that the shareholder’s demand is made in good faith and for a proper purpose;
(2) the shareholder describes with reasonable particularity the shareholder’s purpose and the records the shareholder desires to inspect; and
(3) the records are directly connected with the shareholder’s purpose.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(e) This section does not affect:
(1) the right of a shareholder to inspect records under section 7.20 of this title or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;
(2) the power of a court, independently of this title, to compel the production of corporate records for examination.
(f) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 16 - Records and Reports › § 16.03. Scope of inspection right

§ 16.03. Scope of inspection right
(a) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder he or she represents.
(b) The right to copy records under section 16.02 of this title includes, if reasonable, the right to receive copies made by photocopy, or other means.
(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(d) The corporation may comply with a shareholder’s demand to inspect the record of shareholders under subsection 16.02(a) and subdivision 16.02(b)(2) of this title by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 16 - Records and Reports › § 16.04. Court-ordered inspection

§ 16.04. Court-ordered inspection
(a) If a corporation does not allow a shareholder who complies with subsection 16.02(a) of this title to inspect and copy any records required by that subsection to be available for inspection, the Superior Court of the county where the corporation’s principal office (or, if none in this State, then the registered office) is located may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder.
(b) If the corporation does not within a reasonable time allow shareholders to inspect and copy any other record, the shareholder who complies with subsections 16.02(b) and (c) of this title may apply to the Superior Court of the county where the corporation’s principal office (or, if none in this State, then the registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder’s costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use and distribution of the records by the demanding shareholder. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 16 - Records and Reports › § 16.20. Financial statements for shareholders

§ 16.20. Financial statements for shareholders
(a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, his or her report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation’s accounting records:
(1) stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2) describing any respect in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall mail the annual financial statements to each shareholder within 120 days after the close of each fiscal year. Thereafter, on written request from a shareholder who was not mailed the statements, the corporation shall mail to the shareholder the latest financial statements. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 16 - Records and Reports › § 16.21. Other reports to shareholders

§ 16.21. Other reports to shareholders
(a) If a corporation indemnifies or advances expenses to a director under section 8.51, 8.52, 8.53, or 8.54 of this title in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders’ meeting.
(b) If a corporation issues or authorizes the issuance of shares for promissory notes, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders’ meeting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 16 - Records and Reports › § 16.22. Annual report for Secretary of State

§ 16.22. Annual report for Secretary of State
(a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the Secretary of State for filing an annual report that sets forth:
(1) the name of the corporation and the state or country under whose law it is incorporated;
(2) the address of its registered office and the name of its registered agent at that office in this State;
(3) the address of its principal office;
(4) the names and business addresses of its directors and the president, secretary, treasurer, and all other officers with policy-making authority.
(b) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(c) The annual report shall be delivered to the Secretary of State within two and one-half months after the expiration of the corporation’s fiscal year.
(d) If an annual report does not contain the information required by this section, the Secretary of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by this section and delivered to the Secretary of State within 30 days after the effective date of notice, it is deemed to be timely filed.
(e) Listing the name of the registered agent and the address of the registered office does not effectuate a change in such agent or office unless the report also contains the requirements of section 5.02 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.01. Law applicable

§ 20.01. Law applicable
This chapter shall apply only to close corporations organized under this chapter. The provisions of this title other than those set forth in this chapter shall apply to close corporations in the absence of a contrary or inconsistent provision in this chapter. A corporation whose status as a close corporation terminates shall immediately become subject to the obligations and rights of a general corporation as provided in this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.02. Close corporation defined

§ 20.02. Close corporation defined
A close corporation is a corporation organized under this chapter whose articles of incorporation:
(1) Include the following statement: “This corporation is a close corporation”.
(2) Contain the provisions required by subsection 2.02(a) of this title.
(3) Provide that all of the corporation’s issued and outstanding stock of all classes shall be held of record by not more than a specified number of persons, not exceeding 35. The method of counting the permitted number of holders of record of the stock of a close corporation shall be that provided in section 1.42 of this title.
(4) Provide that each certificate for shares shall conspicuously note the fact that the corporation is a close corporation.
(5) Provide that each certificate for shares shall conspicuously note the following provisions or state that the following provisions exist and that the corporation will furnish to any shareholder upon request and without charge, a full statement of such provisions:
(A) provisions, if any, set forth in the articles of incorporation and imposing restrictions on the transfer of shares;
(B) provisions, if any, set forth in the articles of incorporation and permitting dissolution of the corporation upon the occurrence of a specified event or contingency pursuant to section 20.13 of this title;
(C) provisions, if any, set forth in the articles of incorporation and permitting the shareholders to limit the powers of the board of directors or to manage the corporation without a board of directors pursuant to section 20.08 or 20.09 of this title.
(6) Provide that the corporation shall make no offering of any of its shares of any class which would constitute a “public offering” within the meaning of the U.S. Securities Act of 1933 (15 U.S.C. § 77 et seq.).
(7) Provide that all of the corporation’s issued and outstanding shares of all classes shall be represented by certificates and shall conform in form and content to the requirements of section 6.25 of this title. (Added 1993, No. 85, § 2, eff. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.03. Incorporation of a close corporation

§ 20.03. Incorporation of a close corporation
A close corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provisions required by section 20.02 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.04. Election of existing corporation to become a close corporation

§ 20.04. Election of existing corporation to become a close corporation
(a) Any corporation organized under this title may become a close corporation by executing and filing, in accordance with sections 10.01-10.09 of this title, an article of amendment to its articles of incorporation, which shall contain the provisions required by section 20.02 of this title.
(b) Such amendment shall be adopted in accordance with the requirements of section 10.03 of this title, provided that it must be approved by a vote of at least two-thirds of the outstanding shares of the corporation, and provided further that if any class of shares is entitled to vote as a group, approval shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.
(c) If the amendment is approved by the requisite vote, any shareholder who voted against the amendment shall be entitled to assert dissenters’ rights as provided in sections 13.01-13.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.05. Additional articles of incorporation

§ 20.05. Additional articles of incorporation
(a) The articles of incorporation of a close corporation may set forth reasonable qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of shares of any class, or by specifying classes of persons who shall not be entitled to be holders of shares of any class, or both.
(b) All of the issued stock of all classes may be subject, without limitation, to one or more of the following restrictions on transfer:
(1) any or all restrictions provided in section 6.27 of this title;
(2) a restriction on the transfer of shares for the purpose of maintaining the corporation’s status as an electing small business corporation under subchapter S of the U.S. Internal Revenue Code (26 U.S.C.A. § 1361 et seq.) as amended or of maintaining any other tax status or election of the corporation;
(3) a restriction on the transfer of shares for the purpose of maintaining its status as an electing close corporation under this chapter; or
(4) any other lawful restriction on transfer or registration of transfer of securities which is permitted by this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.06. Bylaws

§ 20.06. Bylaws
A close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 20.07 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.07. Annual meeting

§ 20.07. Annual meeting
(a) The annual meeting date for a close corporation is the first business day after February 1 unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 20.09 of this title fixes a different date.
(b) A close corporation need not hold an annual meeting unless one or more shareholders deliver written notice to the corporation requesting a meeting at least 30 days before the meeting date determined under subsection (a) of this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.08. Elimination of board of directors

§ 20.08. Elimination of board of directors
(a) A close corporation may operate without a board of directors as required by section 8.03 of this title only if its articles of incorporation contain a statement to that effect and contain a statement that the liability of directors imposed by law is instead imposed upon each person in whom the board’s power is vested.
(b) An amendment to the articles of incorporation eliminating a board of directors must be approved by all the shareholders of the corporation, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.
(c) While a corporation is operating without a board of directors as authorized by subsection (a) of this section:
(1) all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;
(2) unless the articles of incorporation provide otherwise:
(A) action requiring director approval or both directors and shareholder approval is authorized if approved by the shareholders;
(B) action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage, respectively as the case may be, of the votes of shareholders entitled to vote on the action;
(3) a shareholder is not liable for his or her act or omission, although a director would be, unless the shareholder was entitled to vote on the action;
(4) a requirement by a state or the United States that a document delivered for filing contain a statement that a specified action has been taken by the board of directors is satisfied by a statement that the corporation is a close corporation without a board of directors and that the action was approved by the shareholders lawfully acting in the place of directors; and
(5) the shareholders by resolution may appoint one or more shareholders to sign documents as “designated directors.”
(d) An amendment to the articles of incorporation deleting the statement eliminating a board of directors shall be approved by the holders of at least two-thirds of the votes of each voting group of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. The amendment shall also specify the number, names and addresses of the corporation’s directors or describe who will perform the duties of a board under section 8.01 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.09. Shareholder agreements

§ 20.09. Shareholder agreements
(a) If the articles of incorporation so provide pursuant to section 20.02(5)(C) of this title, all the shareholders of a close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.
(b) An agreement authorized by this section may:
(1) eliminate a board of directors;
(2) restrict the discretion or powers of the board or authorize director proxies or weighted voting rights; or
(3) create a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.
(c) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of the liability imposed on directors by law, to the extent that the discretion or powers of the board are governed by the agreement. In such circumstances, liability is imposed on each person in whom the board’s discretion or power is vested.
(d) A provision eliminating or restricting a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect and contain a statement that the liability of directors imposed by law is instead imposed upon each person in whom the board’s power is vested.
(e) A provision entitling one or more shareholders to dissolve the corporation under section 20.13 of this title is effective only if a statement of this right is contained in the articles of incorporation.
(f) To amend an agreement authorized by this section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise.
(g) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement is made.
(h) This section does not prohibit any other agreement between or among shareholders in a close corporation except to the extent specifically stated in this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.10. Merger or consolidation

§ 20.10. Merger or consolidation
(a) A plan of merger that if effected would terminate the close corporation status of a corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares is entitled to vote as a group, the plan of merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.
(b) A plan of merger that if effected would create the surviving corporation as a close corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of each close corporation, provided that if any class of shares of any such corporation is entitled to vote as a group, the plan of merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.
(c) If the plan of merger is approved by the required vote, any shareholder who voted against the plan shall be entitled to assert dissenters’ rights as provided in sections 13.01 through 13.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.11. Limitations on continuation of close corporation status

§ 20.11. Limitations on continuation of close corporation status
The status of a close corporation subject to the provisions of this chapter shall continue until:
(1) the close corporation files with the Secretary of State articles of amendment deleting from its articles of incorporation any or all of the provisions required by section 20.02 of this title; or
(2) one or more of the provisions or conditions required by section 20.02 of this title has been breached and neither the corporation nor any of its shareholders proceed under section 20.14 of this title to prevent the loss of status. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required

§ 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required
(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this chapter by amending its articles of incorporation to delete any or all of the provisions required by section 20.02 of this title in addition to the provisions required by section 2.02 of this title to be stated in the articles of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with sections 10.01-10.09 of this title and shall be approved by the higher of the vote required by the articles of incorporation or by subsection (c) of this section.
(b) If the amendment is approved by the required vote, any shareholder who voted against the amendment shall be entitled to assert dissenters’ rights as provided in sections 13.01-13.28 of this title.
(c) An amendment to terminate the status of a close corporation must be approved by a vote of at least two-thirds of the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares. The articles of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a unanimous vote or any vote greater than two-thirds of the shares or of any voting group shall be required; and, if the articles of incorporation contain such a provision, that provision shall not be amended, repealed, or modified by any vote less than that so required to terminate the corporation’s status as a close corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.13. Shareholders’ option to dissolve corporation

§ 20.13. Shareholders’ option to dissolve corporation
(a) The articles of incorporation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class, an option to have the corporation dissolved upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the shareholders exercising such option shall give written notice thereto to all other shareholders. After the expiration of 30 days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of shareholders having voting power had consented in writing to dissolution of the corporation.
(b) If the articles of incorporation as originally filed do not contain a provision authorized by subsection (a) of this section, the articles of incorporation may be amended to include such provision if adopted by the affirmative vote of the holders of record of all the outstanding shares of each class of the corporation.
(c) Every share certificate representing shares issued by a close corporation whose articles of incorporation authorize dissolution as permitted by this section shall conspicuously note on the face or back thereof the existence of the provision. Unless noted conspicuously on the face or back of the share certificate, the provision shall be ineffective.
(d) Dissolution of a close corporation pursuant to section 14.02 of this title shall require the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group, and the affirmative vote of the holders of at least two-thirds of the total outstanding shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status

§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status
(a) A close corporation shall notify all shareholders of any event which would render the corporation no longer eligible to organize as a close corporation under the requirements of section 20.02 of this title. Such notification shall be made within 30 days of the discovery of the event. If shareholders are not notified within one year of the discovery of the event, the corporation’s status as a close corporation shall terminate. If shareholders are notified within 30 days, they shall have 120 days after discovery of the event to remedy any breach, and if remedied, the corporation’s status as a close corporation shall be unaffected by the breach of any conditions under section 20.02. Commencement of a proceeding by a shareholder or by the corporation in Superior Court under subsection (b) of this section shall suspend the provisions of this subsection.
(b) The Superior Court of the county in which the registered office of the corporation is located, upon the suit of the corporation or any shareholder thereof, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation by enjoining or setting aside any act or threatened act on the part of the corporation or a shareholder thereof which would be inconsistent with any of the provisions or conditions required by section 20.02 of this title to be stated in the articles of incorporation of a close corporation, unless it is an action approved in accordance with section 20.02 of this title. The superior court shall enjoin or set aside any transfer or threatened transfer of shares of a close corporation which is contrary to the terms of its articles of incorporation or of any transfer restriction permitted by subdivision 20.02(5)(A) and subsection 20.05(b) of this title.
(c) A close corporation whose status has been terminated under this section may reinstate that status by correction of breach. Such reinstatement shall revive and validate all actions taken by a close corporation during its termination period, if such actions would otherwise have been legally binding on the corporation if it had never been terminated. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.15. Judicial dissolution

§ 20.15. Judicial dissolution
(a) The Superior Court of the county in which the registered office of the corporation is located may entertain a petition of any shareholder for involuntary dissolution of any close corporation pursuant to sections 14.30-14.33 of this title.
(b) Any one or more shareholders desiring to continue the business of a close corporation may avoid the dissolution of the corporation or the appointment of a trustee or receiver under this section by electing in a written instrument filed in the proceeding to purchase the shares of stock owned by the petitioner at a price equal to their fair value. If a shareholder or shareholders making such election are unable to reach an agreement with the petitioner as to the fair value of the petitioner’s shares within 30 days after the filing of such election, the court shall, upon said electing shareholders giving bond or other security in an amount fixed by the court, stay the proceeding and proceed to determine the fair value of such shares as of the close of the business on the day on which the petition for dissolution was filed. Upon determining the fair value of such shares, the court shall set forth in its order directing that the shares be purchased, the purchase price and the time within which the payment shall be made, and may decree such other terms and conditions of sale as it determines to be appropriate, including payment of the purchase price in installments over a period of time and the allocation of shares among shareholders electing to purchase them. The petitioner shall be entitled to interest at the legal rate on the purchase price of the petitioner’s shares from the date of the filing of the election for a determination of fair value and all other rights of the petitioner as an owner of the shares shall terminate at such date. Upon full payment of the purchase price, under the terms and conditions specified by the court, or at such other time as may be ordered by the court, the petitioner shall surrender the shares of stock to the purchasing shareholder or shareholders. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 20 - Close Corporations › § 20.16. Special voting requirements

§ 20.16. Special voting requirements
(a) Unless a provision of this chapter specifically provides otherwise, an amendment to the articles of incorporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares is entitled to vote as a group, the amendment shall be approved by the affirmative vote of at least two-thirds of the outstanding shares of such voting group and the affirmative vote of at least two-thirds of the total outstanding shares.
(b) Unless the articles of incorporation provide otherwise or unless a section of this chapter specifically provides otherwise, merger, share exchange, or sale of substantially all of the assets of the corporation other than in the ordinary course of business shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any shares are entitled to vote as a group, the action shall be approved by the affirmative vote of at least two-thirds of the outstanding shares of each voting group entitled to vote as a group and the affirmative vote of at least two-thirds of the total outstanding shares.
(c) If the articles of incorporation contain specific authority to do so, approval under this section may be by a vote of at least a majority of the votes of the outstanding shares of such corporation, provided that if any shares are entitled to vote as a group, the action shall be approved by the affirmative vote of at least a majority of the outstanding shares of each voting group entitled to vote as a group and the affirmative vote of at least a majority of the total outstanding shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.02. Law applicable

§ 21.02. Law applicable
(a) This chapter shall apply only to a domestic corporation meeting the definition of a benefit corporation in subdivision 21.03(a)(1) of this title. The provisions of this title other than those set forth in this chapter shall apply to a benefit corporation in the absence of a contrary or inconsistent provision in this chapter. A corporation whose status as a benefit corporation terminates shall immediately become subject to the obligations and rights of a general corporation as provided in this title.
(b) The existence of a provision of this chapter does not of itself create any implication that a contrary or different rule of law is or would be applicable to a corporation that is not a benefit corporation. This chapter does not affect any statute or rule of law as it applies to a corporation that is not a benefit corporation.
(c) A provision of the articles of incorporation or bylaws of a benefit corporation may not be inconsistent with any provision of this chapter.
(d) Terms that are defined in other chapters of this title shall have the same meaning when used in this chapter, except that in this chapter, “corporation” shall have the meaning set forth in section 1.40 of this title. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.04. Incorporation of a benefit corporation

§ 21.04. Incorporation of a benefit corporation
A benefit corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provision required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 21 - Benefit Corporations › § 21.05. Election of existing corporation to become a benefit corporation

§ 21.05. Election of existing corporation to become a benefit corporation
Any corporation organized under this title may become a benefit corporation by amending its articles of incorporation to add the statement required by subdivision 21.03(a)(1) of this title to meet the definition of a benefit corporation. The amendment shall be adopted and shall become effective in accordance with sections 10.01 through 10.09 of this title, except that:
(1) the notice of the meeting of shareholders that will approve the amendment shall include a statement from the board of directors of the reasons why the board is proposing the amendment and the anticipated effect on shareholders of becoming a benefit corporation; and
(2) the amendment shall be approved by the higher of:
(A) the vote required by the articles of incorporation; or
(B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group. (Added 2009, No. 113 (Adj. Sess.), § 1, eff. July 1, 2011.)