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2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 15 - Registration of Business Entities › § 1634. Effect of failure and neglect

§ 1634. Effect of failure and neglect
A person, copartnership, limited liability company, or corporation subject to this chapter shall not institute any proceedings in this State for the enforcement of any right or obligation unless it shall, prior to the issuance of the original return or complaint therein, have filed the returns and paid the registration fee required by this chapter; nor shall a license or certificate be granted to a nonresident individual, copartnership, or unincorporated association to transact a business specified in Titles 5 and 23 or in 6 V.S.A. chapter 29 until such individual, copartnership, or association has complied with the provisions of section 1630 of this title. (Amended 1995, No. 179 (Adj. Sess.), § 13.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 15 - Registration of Business Entities › § 1635. Reregistration

§ 1635. Reregistration
(a) One or more persons doing business under a registered business name shall reregister the name every five years by filing a reregistration return with the Secretary of State with a fee of $65.00 within 60 days following the date five years after the date of the original registration or of the last reregistration. The Secretary of State shall prepare and supply the necessary forms.
(b) When reregistration is not accomplished as provided in subsection (a) of this section, a business name may be registered by the first applicant making application to the Secretary of State for an original registration as provided by this chapter. (Added 1971, No. 48, § 2; amended 1977, No. 237 (Adj. Sess.), § 4; 1993, No. 221 (Adj. Sess.), § 28; 2003, No. 70 (Adj. Sess.), § 11, eff. March 1, 2004; 2023, No. 77, § 35, eff. June 20, 2023.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 15 - Registration of Business Entities › § 1636. Termination of business name; hearing

§ 1636. Termination of business name; hearing
(a) If the Secretary of State declines to register a business name in accordance with the provisions of subsection 1621(c) of this title, the applicant may request that the Secretary determine whether the person to whom the business name is registered is doing business or taking steps to do business in this State.
(b) If, after notice and an opportunity for hearing, the Secretary or designee finds that the person is not doing business or intending to do business in this State as demonstrated by a substantive act or acts consistent with that intent, the Secretary may terminate the registration and register the business name to the applicant. If the business name is not taken by the person who requested a hearing under this section, the business name shall be available for selection by another registrant.
(c) A person aggrieved by a final decision of the Secretary under this section may appeal to the Superior Court of Washington County, which shall consider the matter de novo. (Added 1989, No. 226 (Adj. Sess.).)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 15 - Registration of Business Entities › § 1637. Authority to terminate and amend registration

§ 1637. Authority to terminate and amend registration
(a) The Secretary of State shall have the authority to:
(1) terminate the registration of a person who, pursuant to a final court order or an assurance of discontinuance, is not authorized to conduct business in this State; and
(2) amend his or her records to reflect the termination of a registration pursuant to subdivision (1) of this subsection.
(b)(1) If the Secretary of State terminates the registration of a person pursuant to this section, the person appoints the Secretary as his or her agent for service of process in any proceeding based on a cause of action that arose during the time the person was authorized to transact, or was transacting without authorization, business in this State.
(2) Upon receipt of process, the Secretary of State shall deliver by registered mail a copy of the process to the secretary of the terminated person at its principal office shown in its most recent annual report or in any subsequent communication received from the person stating the current mailing address of its principal office, or, if none is on file, in its application for registration.
(c)(1) If a court or other person with sufficient legal authority reinstates the ability of a terminated person to conduct business in this State, the terminated person may file with the Secretary of State evidence of the reinstated authority and pay to the Secretary a fee of $25.00 for each year the person is delinquent.
(2) Upon receipt of a filing and payment pursuant to subdivision (1) of this subsection, the Secretary shall cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the person. (Added 2015, No. 128 (Adj. Sess.), § C.2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 16 - Business Rapid Response to Declared State Disasters › § 1703. Administration

§ 1703. Administration
(a) Notification of out-of-state business during the disaster response period.
(1) The out-of-state business that enters the State shall, upon request, provide to the Secretary of State a statement that it is in the State for purposes of responding to the disaster or emergency, which statement shall include the business’s name, state of domicile, principal business address, federal tax identification number, date of entry, and contact information.
(2) A registered business in the State shall, upon request, provide the information required in subdivision (1) of this subsection for any affiliate that enters the State that is an out-of-state business.
(3) The notification shall also include contact information for the registered business in the State.
(b) Notification of intent to remain in State. An out-of-state business or an out-of-state employee that remains in the State after the disaster response period shall complete State and local registration, licensing, and filing requirements that ensue as a result of establishing the requisite business presence or residency in the State applicable under the existing law.
(c) Procedures. The Secretary of State may adopt necessary rules, develop and issue forms or online processes, and maintain and make available an annual record of any designations pursuant to this chapter to carry out these administrative procedures. (Added 2015, No. 51, § A.1., eff. June 3, 2015.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3202. Knowledge and notice

§ 3202. Knowledge and notice
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it; or
(3) has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
(1) comes to the person’s attention; or
(2) is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3203. Effect of partnership agreement; nonwaivable provisions

§ 3203. Effect of partnership agreement; nonwaivable provisions
(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. Subsection (b) of this section shall be the exclusive list of rights, duties, and provisions of this chapter which may not be varied by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1) vary the rights and duties under section 3205 of this title except to eliminate the duty under subsection 3205(e) of this title to provide copies of statements to all of the partners;
(2) unreasonably restrict the right of access to books and records under subsection 3233(b) of this title;
(3) eliminate the duty of loyalty under subsection 3234(b) or subdivision 3253(b)(3) of this title, but:
(A) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) unreasonably reduce the duty of care under subsection 3234(c) or subdivision 3253(b)(3) of this title;
(5) eliminate the obligation of good faith and fair dealing under subsection 3234(d) of this title, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) vary the power to dissociate as a partner under subsection 3252(a) of this title, except to require the notice under subdivision 3251(1) of this title to be in writing;
(7) vary the right of a court to expel a partner in the events specified in subdivision 3251(5) of this title;
(8) vary the requirement to wind up the partnership business in cases specified in subdivision 3271(4), (5), or (6) of this title;
(9) vary the law applicable to a limited liability partnership under subsection 3206(b) of this title; or
(10) restrict rights of third parties under this chapter unless such third parties have agreed to be bound by such restrictions. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3204. Supplemental principles of law

§ 3204. Supplemental principles of law
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be determined pursuant to 9 V.S.A. § 41a(a). (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3205. Execution, filing, and recording of statements

§ 3205. Execution, filing, and recording of statements
(a) A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State.
(b) A certified copy of a statement that has been filed in the Office of the Secretary of State has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) The Secretary of State shall collect a fee for filing or providing a certified copy of a statement as set forth in section 3310 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3206. Governing law

§ 3206. Governing law
(a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(b) The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3207. Partnership subject to amendment or repeal of chapter

§ 3207. Partnership subject to amendment or repeal of chapter
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3211. Partnership as entity

§ 3211. Partnership as entity
(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 3291 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3212. Formation of partnership

§ 3212. Formation of partnership
(a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter except that a statute of another jurisdiction relating to the formation of partnerships or limited liability partnerships shall be deemed to be a comparable statute.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(A) of a debt by installments or otherwise;
(B) for services as an independent contractor or of wages or other compensation to an employee;
(C) of rent;
(D) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(E) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(F) for the sale of the goodwill of a business or other property by installments or otherwise. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3214. When property is partnership property

§ 3214. When property is partnership property
(a) Property is partnership property if acquired in the name of:
(1) the partnership; or
(2) one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3221. Partner agent of partnership

§ 3221. Partner agent of partnership
Subject to the effect of a statement of partnership authority under section 3223 of this title:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3222. Transfer of partnership property

§ 3222. Transfer of partnership property
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority under section 3223 of this title, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 3221 of this title; and
(1) as to a subsequent transferee who gave value for property transferred under subdivisions (a)(1) and (2) of this section, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property transferred under subdivision (a)(3) of this section, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b) of this section, from any earlier transferee of the property.
(d) If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3224. Statement of denial

§ 3224. Statement of denial
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection 3223(b) of this title may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person’s authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections 3223(d) and (e) of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3225. Partnership liable for partner’s actionable conduct

§ 3225. Partnership liable for partner’s actionable conduct
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3226. Partner’s liability

§ 3226. Partner’s liability
(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under subsection 3291(b) of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3227. Actions by and against partnership and partners

§ 3227. Actions by and against partnership and partners
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with section 3226 of this title, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner’s assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 3226 of this title and either:
(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not exhaust partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or
(5) liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 3228 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3228. Liability of purported partner

§ 3228. Liability of purported partner
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner’s dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b) of this section, persons who are not partners as to each other are not liable as partners to other persons. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3231. Partner’s rights and duties

§ 3231. Partner’s rights and duties
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits. Except as provided in subsections 3226(b) and (c) of this title, each partner is chargeable with a share of the partnership losses, whether capital or operating, in proportion to the partner’s share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under section 3221 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3232. Distributions in kind

§ 3232. Distributions in kind
A partner has no right to receive, and may not be required to accept, a distribution in kind. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3233. Partner’s rights and duties with respect to information

§ 3233. Partner’s rights and duties with respect to information
(a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, with or without demand, any information concerning the partnership’s business and affairs as is just and reasonable. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3234. General standards of partner’s conduct

§ 3234. General standards of partner’s conduct
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.
(b) A partner’s duty of loyalty to the partnership and the other partners is limited to the following:
(1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3235. Actions by partnership and partners

§ 3235. Actions by partnership and partners
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(1) enforce the partner’s rights under the partnership agreement;
(2) enforce the partner’s rights under this chapter, including:
(A) the partner’s rights under section 3231, 3233, or 3234 of this title;
(B) the partner’s right on dissociation to have the partner’s interest in the partnership purchased pursuant to section 3261 of this title or enforce any other right under subchapter 6 or 7 of this chapter; or
(C) the partner’s right to compel a dissolution and winding up of the partnership business under section 3271 of this title or enforce any other right under subchapter 8 of this chapter; or
(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3236. Continuation of partnership beyond definite term or particular undertaking

§ 3236. Continuation of partnership beyond definite term or particular undertaking
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3241. Partner not co-owner of partnership property

§ 3241. Partner not co-owner of partnership property
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3242. Partner’s transferable interest in partnership

§ 3242. Partner’s transferable interest in partnership
The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3243. Transfer of partner’s transferable interest

§ 3243. Transfer of partner’s transferable interest
(a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership:
(1) is permissible;
(2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and
(3) does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(b) A transferee of a partner’s transferable interest in the partnership has a right:
(1) to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) to receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(3) to seek under subdivision 3271(6) of this title a judicial determination that it is equitable to wind up the partnership business.
(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(e) A partnership need not give effect to a transferee’s rights under this section until it has notice of the transfer.
(f) A transfer of a partner’s transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3244. Partner’s transferable interest subject to charging order

§ 3244. Partner’s transferable interest subject to charging order
(a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment debtor’s transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed:
(1) by the judgment debtor;
(2) with property other than partnership property, by one or more of the other partners; or
(3) with partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.
(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner’s interest in the partnership.
(e) This section provides the exclusive remedy, except as provided in 9 V.S.A chapter 57, by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3252. Partner’s power to dissociate; wrongful dissociation

§ 3252. Partner’s power to dissociate; wrongful dissociation
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision 3251(1) of this title.
(b) A partner’s dissociation is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(A) the partner withdraws by express will, unless the withdrawal follows within 90 days after another partner’s dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under this subsection;
(B) the partner is expelled by judicial determination under subdivision 3251(5) of this title;
(C) the partner is dissociated by becoming a debtor in bankruptcy; or
(D) in the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3253. Effect of partner’s dissociation

§ 3253. Effect of partner’s dissociation
(a) If a partner’s dissociation results in a dissolution and winding up of the partnership business, subchapter 8 of this chapter applies; otherwise, subchapter 7 of this chapter applies.
(b) Upon a partner’s dissociation:
(1) the partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 3273 of this title;
(2) the partner’s duty of loyalty under subdivision 3234(b)(3) of this title terminates; and
(3) the partner’s duty of loyalty under subdivisions 3234(b)(1) and (2) of this title and duty of care under subsection 3234(c) of this title continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to section 3273 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3262. Dissociated partner’s power to bind and liability to partnership

§ 3262. Dissociated partner’s power to bind and liability to partnership
(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter 9 of this title, is bound by an act of the dissociated partner which would have bound the partnership under section 3221 of this title before dissociation only if at the time of entering into the transaction the other party:
(1) reasonably believed that the dissociated partner was then a partner;
(2) did not have notice of the partner’s dissociation; and
(3) is not deemed to have had knowledge under subsection 3223(e) of this title, or notice under subsection 3264(c) of this title.
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)