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2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 12 - Sale of Assets › § 12.01. Sale of assets in regular course of business and mortgage of assets

§ 12.01. Sale of assets in regular course of business and mortgage of assets
(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
(b) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) of this section is not required. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 12 - Sale of Assets › § 12.02. Sale of assets other than in regular course of business

§ 12.02. Sale of assets other than in regular course of business
(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in section 12.01 of this title, requires approval of the corporation’s shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least 25 percent of the total assets at the end of the most recently completed fiscal year and 25 percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.
(b) For a transaction to be authorized:
(1) the board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and
(2) the shareholders entitled to vote must approve the transaction.
(c) The board of directors may condition its submission of the proposed transaction on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction.
(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the transaction to be authorized must be approved by a majority of all the votes entitled to be cast on the transaction.
(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned (subject to any contractual rights) without further shareholder action.
(g) A transaction that constitutes a distribution is governed by section 6.40 of this title and not by this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 99, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.01. Definitions

§ 13.01. Definitions
In this chapter:
(1) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.
(2) “Dissenter” means a shareholder who is entitled to dissent from corporate action under section 13.02 of this title and who exercises that right when and in the manner required by sections 13.20 through 13.28 of this title.
(3) “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.
(4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(5) “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(6) “Beneficial shareholder” means the person who is a beneficial owner of shares held by a nominee as the record shareholder.
(7) “Shareholder” means the record shareholder or the beneficial shareholder. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.03. Dissent by nominees and beneficial owners

§ 13.03. Dissent by nominees and beneficial owners
(a) A record shareholder may assert dissenters’ rights as to fewer than all the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters’ rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the shareholder’s other shares were registered in the names of different shareholders.
(b) A beneficial shareholder may assert dissenters’ rights as to shares held on his or her behalf only if:
(1) he or she submits to the corporation the record shareholder’s written consent to the dissent not later than the time the beneficial shareholder asserts dissenters’ rights; and
(2) he or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.20. Notice of dissenters’ rights

§ 13.20. Notice of dissenters’ rights
(a) If proposed corporate action creating dissenters’ rights under section 13.02 of this title is submitted to a vote at a shareholders’ meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights under this chapter and be accompanied by a copy of this chapter.
(b) If corporate action creating dissenters’ rights under section 13.02 of this title is taken without a vote of shareholders, the corporation shall notify in writing all shareholders entitled to assert dissenters’ rights that the action was taken and send them the dissenters’ notice described in section 13.22 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.21. Notice of intent to demand payment

§ 13.21. Notice of intent to demand payment
(a) If proposed corporate action creating dissenters’ rights under section 13.02 of this title is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert dissenters’ rights:
(1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment for his or her shares if the proposed action is effectuated; and
(2) must not vote his or her shares in favor of the proposed action.
(b) A shareholder who does not satisfy the requirements of subsection (a) of this section is not entitled to payment for his or her shares under this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.22. Dissenters’ notice

§ 13.22. Dissenters’ notice
(a) If proposed corporate action creating dissenters’ rights under section 13.02 of this title is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of section 13.21 of this title.
(b) The dissenters’ notice must be sent no later than 10 days after the corporate action was taken, and must:
(1) state where the payment demand must be sent and where and when certificates for certificated shares must be deposited;
(2) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;
(3) supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters’ rights certify whether or not the person acquired beneficial ownership of the shares before that date;
(4) set a date by which the corporation must receive the payment demand, which date may not be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered; and
(5) be accompanied by a copy of this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.23. Duty to demand payment

§ 13.23. Duty to demand payment
(a) A shareholder sent a dissenters’ notice described in section 13.22 of this title must demand payment, certify whether he or she acquired beneficial ownership of the shares before the date required to be set forth in the dissenters’ notice pursuant to subdivision 13.22(b)(3) of this title, and deposit his or her certificates in accordance with the terms of the notice.
(b) The shareholder who demands payment and deposits his or her share certificates under subsection (a) of this section retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action.
(c) A shareholder who does not demand payment or deposit his or her share certificates where required, each by the date set in the dissenters’ notice, is not entitled to payment for his or her shares under this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.24. Share restrictions

§ 13.24. Share restrictions
(a) The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under section 13.26 of this title.
(b) The person for whom dissenters’ rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the taking of the proposed corporate action. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.25. Payment

§ 13.25. Payment
(a) Except as provided in section 13.27 of this title, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with section 13.23 of this title the amount the corporation estimates to be the fair value of his or her shares, plus accrued interest.
(b) The payment must be accompanied by:
(1) the corporation’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders’ equity for that year, and the latest available interim financial statements, if any;
(2) a statement of the corporation’s estimate of the fair value of the shares and how such estimate was calculated;
(3) an explanation of how the interest was calculated;
(4) a statement of the dissenter’s right to demand payment under section 13.28 of this title; and
(5) a copy of this chapter. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.26. Failure to take action

§ 13.26. Failure to take action
(a) If the corporation does not take the proposed action within 60 days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.
(b) If after returning deposited certificates and releasing transfer restrictions, the corporation takes the proposed action, it must send a new dissenters’ notice under section 13.22 of this title and repeat the payment demand procedure. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.27. After-acquired shares

§ 13.27. After-acquired shares
(a) A corporation may elect to withhold payment required by section 13.25 of this title from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters’ notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.
(b) To the extent the corporation elects to withhold payment under subsection (a) of this section, after taking the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate and calculation of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter’s right to demand payment under section 13.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.28. Procedure if shareholder dissatisfied with payment or offer

§ 13.28. Procedure if shareholder dissatisfied with payment or offer
(a) A dissenter may notify the corporation in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate (less any payment under section 13.25 of this title), or reject the corporation’s offer under section 13.27 of this title and demand payment of the fair value of his or her shares and interest due, if:
(1) the dissenter believes that the amount paid under section 13.25 or offered under section 13.27 is less than the fair value of his or her shares or that the interest due is incorrectly calculated;
(2) the corporation fails to make payment under section 13.25 within 60 days after the date set for demanding payment; or
(3) the corporation, having failed to take the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment.
(b) A dissenter waives his or her right to demand payment under this section unless he or she notifies the corporation of his or her demand in writing under subsection (a) of this section within 30 days after the corporation made or offered payment for his or her shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.30. Court action

§ 13.30. Court action
(a) If a demand for payment under section 13.28 of this title remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the Superior Court of the county where the corporation’s principal office (or, if none in this State, its registered office) is located. If the corporation is a foreign corporation without a registered office in this State, it shall commence the proceeding in the county in this State where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.
(c) The corporation shall make all dissenters (whether or not residents of this State) whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the complaint. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(e) Each dissenter made a party to the proceeding is entitled to judgment:
(1) for the amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation; or
(2) for the fair value, plus accrued interest, of his or her after-acquired shares for which the corporation elected to withhold payment under section 13.27 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 13 - Dissenters' Rights › § 13.31. Court costs and counsel fees

§ 13.31. Court costs and counsel fees
(a) The court in an appraisal proceeding commenced under section 13.30 of this title shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under section 13.28 of this title.
(b) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(1) against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of sections 13.20 through 13.28 of this title; or
(2) against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(c) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.01. Dissolution by incorporators or initial directors

§ 14.01. Dissolution by incorporators or initial directors
A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:
(1) the name of the corporation;
(2) the date of its incorporation;
(3) either:
(A) that none of the corporation’s shares has been issued; or
(B) that the corporation has not commenced business;
(4) that no debt of the corporation remains unpaid;
(5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and
(6) that a majority of the incorporators or initial directors authorized the dissolution. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.02. Dissolution by board of directors and shareholders

§ 14.02. Dissolution by board of directors and shareholders
(a) A corporation’s board of directors may propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.03. Articles of dissolution; content of notice; notice to Department of Labor regarding unpaid wages

§ 14.03. Articles of dissolution; content of notice; notice to Department of Labor regarding unpaid wages
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:
(1) the name of the corporation;
(2) the date dissolution was authorized;
(3) if dissolution was approved by the shareholders:
(A) the number of votes entitled to be cast on the proposal to dissolve; and
(B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval;
(4) if voting by voting groups was required, the information required by subdivision (3) of this subsection, separately provided for each voting group entitled to vote separately on the plan to dissolve;
(5) a statement as to the settlement of debts, the distribution of property, and the status of pending litigation;
(6) a statement whether the corporation owes any unpaid wages to its employees.
(b) Subject to the provisions of section 14.09 of this title, a corporation is dissolved upon the effective date of its articles of dissolution.
(c) If a corporation owes unpaid wages to its employees, it shall also file a statement to that effect with the Department of Labor. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2011, No. 124 (Adj. Sess.), § 2.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.04. Revocation of dissolution

§ 14.04. Revocation of dissolution
(a) A corporation may revoke its dissolution within 120 days of its effective date.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(1) the name of the corporation;
(2) the effective date of the dissolution that was revoked;
(3) the date that the revocation of dissolution was authorized;
(4) if the corporation’s board of directors (or incorporators) revoked the dissolution, a statement to that effect;
(5) if the corporation’s board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(6) if shareholder action was required to revoke the dissolution, the information required by subdivision 14.03(a)(3) or (4) of this title.
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.05. Effect of dissolution

§ 14.05. Effect of dissolution
(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to its shareholders;
(3) discharging or making provision for discharging its liabilities;
(4) distributing its remaining property among its shareholders according to their interests; and
(5) doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not:
(1) transfer title to the corporation’s property;
(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;
(3) subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title;
(4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(5) prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(7) terminate the authority of the registered agent of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.06. Known claims against dissolved corporation

§ 14.06. Known claims against dissolved corporation
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. The provisions of section 14.07 of this title apply in the case of claims where the claimant cannot with due diligence be notified under this section.
(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall:
(1) describe information that must be included in a claim;
(2) provide a mailing address where a claim may be sent;
(3) state the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved corporation must receive the claim;
(4) state that the claim will be barred if not received by the deadline; and
(5) state the deadline under subdivision (c)(2) of this section for enforcing a claim rejected by the dissolved corporation.
(c) A claim against the dissolved corporation is barred:
(1) if a claimant who received written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline;
(2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.
(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution, or on taxes due or assessable by the State of Vermont. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.08. Payment and distribution to claimants and shareholders

§ 14.08. Payment and distribution to claimants and shareholders
(a)(1) A dissolved corporation or successor entity which has followed the procedures described in sections 14.06 and 14.07 of this title:
(A) shall pay the claims made and not barred or rejected in accordance with subsections 14.06(c) and 14.07(c) of this title;
(B) shall post the security offered and not rejected pursuant to subsection 14.07(d) of this title;
(C) shall post any security ordered by the Superior Court in any proceeding under subsection 14.07(e) of this title; and
(D) shall pay or make provision for all other obligations of the corporation or such successor entity.
(2) Such claims or obligations shall be paid in full and any such provision for payment shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the shareholders of the dissolved corporation; provided, however, that such distribution shall not be made before the expiration of 90 days from the date of the last notice of rejection given pursuant to subdivision 14.07(b)(2) of this title (if any such notice is provided). In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of such successor entity as to the provision made for the payment of all obligations under subdivision (4) of this subsection shall be conclusive.
(b) A dissolved corporation or successor entity which has not followed the procedures described in sections 14.06 and 14.07 of this title shall pay or make reasonable provisions to pay all claims and obligations, including all contingent, conditional, or unmatured claims known to the corporation or such successor entity and all claims which are known to the dissolved corporation or such successor entity but for which the identity of the claimant is unknown. Such claims shall be paid in full and any such provisions for payment shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the shareholders of the dissolved corporation.
(c) Directors of a dissolved corporation or governing persons of a successor entity which has complied with subsection (a) or (b) of this section shall not be personally liable to the claimants of the dissolved corporation.
(d) As used in this section, the term “successor entity” has the meaning set forth in subsection 14.07(g) of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.20. Involuntary termination

§ 14.20. Involuntary termination
(a) A corporation, which fails to file an annual report required by section 16.22 of this title, shall terminate and the Secretary of State shall notify such corporation of such termination. If, however, such terminated corporation shall file such annual report together with any fee required by law, its charter shall be reinstated by the Secretary of State.
(b) When the reinstatement is effective, reinstatement shall relate back to and take effect as of the date of the corporation’s termination under subsection (a) of this section as if the termination had never occurred.
(c) A corporation shall lose the right to retain its corporate 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, and if another domestic or foreign corporation files articles of incorporation requesting the name of the corporation.
(d) Involuntary termination of a corporation does not:
(1) prevent commencement of a proceeding against the corporation in its corporate name;
(2) abate or suspend a proceeding pending by or against the corporation on the effective date of involuntary termination; or
(3) terminate the authority of the registered agent of the corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.30. Grounds for judicial dissolution

§ 14.30. Grounds for judicial dissolution
The Superior Court may dissolve a corporation:
(1) in a proceeding by the Attorney General if it is established that:
(A) the corporation obtained its articles of incorporation through fraud; or
(B) the corporation has continued to exceed or abuse the authority conferred upon it by law;
(2) in a proceeding by a shareholder if it is established that:
(A) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and either irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock;
(B) the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(C) the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(D) the corporate assets are being misapplied or wasted;
(3) in a proceeding by a creditor if it is established that:
(A) the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(B) the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or
(4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.31. Procedure for judicial dissolution

§ 14.31. Procedure for judicial dissolution
(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Washington County. Venue for a proceeding brought by any other party named in section 14.30 of this title lies in the county where the corporation’s principal office (or, if none in this State, its registered office) is or was last located.
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.32. Receivership or custodianship

§ 14.32. Receivership or custodianship
(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation (authorized to transact business in this State) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1) the receiver
(A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
(B) may sue and defend in his or her own name as receiver of the corporation in all courts of this State;
(2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders, and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his or her counsel from the assets of the corporation or proceeds from the sale of the assets. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.33. Decree of dissolution

§ 14.33. Decree of dissolution
(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 14.30 of this title exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with section 14.05 of this title, the notification of claimants in accordance with sections 14.06 and 14.07 of this title, and the payment of claims in accordance with sections 14.08 and 14.09 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 14 - Dissolution › § 14.40. Deposit with State Treasurer

§ 14.40. Deposit with State Treasurer
Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasurer or other appropriate State official for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or other appropriate State official shall pay him or her or his or her representative that amount. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.02. Consequences of transacting business without authority

§ 15.02. Consequences of transacting business without authority
(a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign corporation or its successor or assignee obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation that transacts business in this State without a certificate of authority is liable to the State for:
(1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority;
(2) an amount equal to the fees due under this title during the period it transacted business in this State without a certificate of authority; and
(3) other penalties imposed by law.
(e) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in this section and to restrain a foreign corporation not in compliance with this chapter from doing business within this State.
(f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts, to the extent they are otherwise in compliance with law, or prevent it from defending any proceeding in this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 128 (Adj. Sess.), § C.10.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.03. Application for certificate of authority

§ 15.03. Application for certificate of authority
(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application and the applicable filing fee to the Secretary of State for filing. The application must set forth:
(1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 15.06 of this title;
(2) the name of the state or country under whose law it is incorporated;
(3) its date of incorporation and period of duration;
(4) the street address of its principal office;
(5) the address of its registered office in this State and the name of its registered agent at that office; and
(6) the names and usual business addresses of its current directors and officers.
(b) The foreign corporation shall deliver with the completed application a certificate of good standing (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.04. Amended certificate of authority

§ 15.04. Amended certificate of authority
(a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes:
(1) its corporate name;
(2) the period of its duration; or
(3) the state or country of its incorporation.
(b) The requirements of section 15.03 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.05. Effect of certificate of authority

§ 15.05. Effect of certificate of authority
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State; subject, however, to the right of the State to revoke the certificate as provided in this title, and to impose such restrictions as are required by law.
(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c) Except as provided in subdivision 11.07(a)(3) of this title, this title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.06. Corporate name of foreign corporation

§ 15.06. Corporate name of foreign corporation
(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01 of this title, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State:
(1) may add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” to its corporate name for use in this State; or
(2) may use an available trade name to transact business in this State if its corporate name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the trade name.
(b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a trade name, of a foreign corporation shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State.
(c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable in the records from one or more of the names described in subsection (b) of this section, by submitting to the Secretary of State a satisfactory written form indicating the other corporation’s consent and change of name.
(d) A foreign corporation may use in this State the name, including the trade name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation:
(1) has merged with the other corporation;
(2) has been formed by reorganization of the other corporation; or
(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of section 4.01 of this title, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of section 4.01 and obtains an amended certificate of authority under section 15.04 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 179 (Adj. Sess.), § 1b, eff. Jan. 1, 1997; 2015, No. 17, § 10.)