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2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3263. Dissociated partner’s liability to other persons

§ 3263. Dissociated partner’s liability to other persons
(a) A partner’s dissociation does not discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under subchapter 9 of this chapter, within two years after the partner’s dissociation, only if the partner is liable for the obligation under section 3226 of this title, and 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.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3264. Statement of dissociation

§ 3264. Statement of dissociation
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections 3223(d) and (e) of this title.
(c) For the purposes of subdivisions 3262(a)(3) and 3263(b)(3) of this title, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3265. Continued use of partnership name

§ 3265. Continued use of partnership name
Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3271. Events causing dissolution and winding up of partnership business

§ 3271. Events causing dissolution and winding up of partnership business
A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) in a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under subdivisions 3251(2) through (10) of this title, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;
(2) in a partnership for a definite term or particular undertaking:
(A) the expiration of 90 days after a partner’s dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under subsection 3252(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subdivision 3252(b)(2)(A) of this title, agree to continue the partnership;
(B) the express will of all of the partners to wind up the partnership business; or
(C) the expiration of the term or the completion of the undertaking;
(3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) on application by a partner, a judicial determination that:
(A) the economic purpose of the partnership is likely to be unreasonably frustrated;
(B) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) on application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(A) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(B) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3272. Partnership continues after dissolution

§ 3272. Partnership continues after dissolution
(a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership’s business wound up and the partnership terminated. In that event:
(1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(2) the rights of a third party accruing under subdivision 3274(1) of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3273. Right to wind up partnership business

§ 3273. Right to wind up partnership business
(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision of the winding up. Venue for such a proceeding lies in the county where the partnership’s principal office is or was located.
(b) The legal representative of the last surviving partner may wind up a partnership’s business.
(c) A person winding up a partnership’s business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to section 3277 of this title, settle disputes by mediation or arbitration, and perform other necessary acts. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3274. Partner’s power to bind partnership after dissolution

§ 3274. Partner’s power to bind partnership after dissolution
Subject to section 3275 of this title, a partnership is bound by a partner’s act after dissolution that:
(1) is appropriate for winding up the partnership business; or
(2) would have bound the partnership under section 3221 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3275. Statement of dissolution

§ 3275. Statement of dissolution
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection 3223(d) of this title, and is a limitation on authority for the purposes of subsection 3223(e) of this title.
(c) For the purposes of sections 3221 and 3274 of this title, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners’ authority as a result of the statement of dissolution 90 days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections 3223(d) and (e) of this title in any transaction, whether or not the transaction is appropriate for winding up the partnership business. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3276. Partner’s liability to other partners after dissolution

§ 3276. Partner’s liability to other partners after dissolution
(a) Except as otherwise provided in subsection (b) of this section and section 3226 of this title, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under section 3274 of this title.
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under subdivision 3274(2) of this title by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3277. Settlement of accounts and contributions among partners

§ 3277. Settlement of accounts and contributions among partners
(a) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners’ accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 3226 of this title.
(c) If a partner fails to contribute the full amount required under subsection (b) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 3226 of this title. A partner or partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s share of the partnership obligations for which the partner is personally liable under section 3226 of this title.
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 3226 of this title.
(e) The estate of a deceased partner is liable for the partner’s obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner’s obligation to contribute to 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 › § 3281. Definitions

§ 3281. Definitions
In this subchapter:
(1) “General partner” means a partner in a partnership and a general partner in a limited partnership.
(2) “Limited partner” means a limited partner in a limited partnership.
(3) “Limited partnership” means a limited partnership created under the Uniform Limited Partnership Act, predecessor law, or comparable law of another jurisdiction.
(4) “Partner” includes both a general partner and a limited partner. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3282. Conversion of partnership to limited partnership

§ 3282. Conversion of partnership to limited partnership
(a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:
(1) a statement that the partnership was converted to a limited partnership from a partnership;
(2) its former name; and
(3) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner’s liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3283. Conversion of limited partnership to partnership

§ 3283. Conversion of limited partnership to partnership
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 3226 of this title, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3284. Effect of conversion; entity unchanged

§ 3284. Effect of conversion; entity unchanged
(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting partnership or limited partnership remains vested in the converted entity;
(2) all obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(3) an action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3285. Merger of partnerships

§ 3285. Merger of partnerships
(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or in part; and
(6) the street address of the surviving entity’s chief executive office.
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;
(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) any effective date specified in the plan of merger. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3287. Statement of merger

§ 3287. Statement of merger
(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships were merged;
(3) the street address of the surviving entity’s chief executive office and of an office in this state, if any; and
(4) whether the surviving entity is a partnership or a limited partnership.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 3222 of this title, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of section 3222 of this title, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection 3205(c) of this title, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3288. Nonexclusive

§ 3288. Nonexclusive
This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided 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 › § 3291. Statement of qualification

§ 3291. Statement of qualification
(a)(1) Any lawful partnership may become a limited liability partnership pursuant to this section.
(2) A limited liability partnership or a foreign limited liability partnership engaging in a business subject to any other provisions of law of this State governing or regulating business may be formed or authorized to transact business under this chapter only if permitted by, and subject to all limitations of, the other statute. The following shall not be formed or authorized to transact business under this chapter:
(A) credit unions regulated under Title 8;
(B) insurance companies regulated under Title 8;
(C) railroad companies regulated under Title 19.
(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.
(c) After the approval required by subsection (b) of this section, a partnership may only become a limited liability partnership by filing a statement of qualification. The statement must contain:
(1) the name of the partnership;
(2) the location of the principal place of business in this State;
(3) if the partnership does not have a principal place of business in this State, the name and street address of the partnership’s agent for service of process;
(4) a statement that the partnership elects to be a limited liability partnership; and
(5) a deferred effective date, if any.
(d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.
(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) of this title or revoked pursuant to section 3293 of this title.
(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.
(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 1999, No. 153 (Adj. Sess.), § 24, eff. Jan. 1, 2001.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3292. Name

§ 3292. Name
(a) The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.”
(b) Except as authorized by subsections (c) and (d) of this section, a limited liability partnership’s name 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 granted, reserved, or registered by or with the Secretary of State.
(c) A limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records of the Secretary of State from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:
(1) the other entity consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable in the records from the name of the applying company; or
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this State.
(d) A limited liability partnership may use the name, including the trade name, of another domestic or foreign limited liability partnership that is used in this State if the other partnership is organized or authorized to transact business in this State and the proposed user partnership:
(1) has merged with the other partnership;
(2) has been formed by reorganization of the other partnership; or
(3) has acquired all or substantially all of the assets, including the name, of the other partnership.
(e) Notwithstanding any other provision of law, a limited liability partnership or foreign limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 17, § 5.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3293. Annual report

§ 3293. Annual report
(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the Office of the Secretary of State which contains:
(1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;
(2) the street address of the partnership’s principal office and, if different, the street address of an office in this State, if any; and
(3) if the partnership does not have an office in this State, the name and street address of the partnership’s designated agent for service of process.
(b) An annual report must be filed between January 1 and April 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.
(c) The Secretary of State may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the Secretary of State shall provide the partnership at least 60 days’ written notice of intent to revoke the statement. The notice must be mailed to the partnership at its designated office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.
(d) A revocation under subsection (c) of this section only affects a partnership’s status as a limited liability partnership and is not an event of dissolution of the partnership.
(e) A partnership whose statement of qualification has been revoked may apply to the Secretary of State for reinstatement within two years after the effective date of the revocation. The application must state:
(1) the name of the partnership and the effective date of the revocation; and
(2) that the ground for revocation either did not exist or has been corrected.
(f) A reinstatement under subsection (e) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3301. Law governing foreign limited liability partnership

§ 3301. Law governing foreign limited liability partnership
(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State.
(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as 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 › § 3302. Statement of foreign qualification

§ 3302. Statement of foreign qualification
(a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:
(1) The name of the foreign limited liability partnership which satisfies the requirements of section 3292 of this title and the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.” In the event that the name of the foreign limited liability partnership does not satisfy the requirements of section 3292 of this title, the foreign limited liability partnership shall use an available trade name to transact business in this State if it delivers to the Secretary of State for filing a copy of the statement executed by at least two partners adopting the trade name.
(2) The street address of the partnership’s principal office and, if different, the street address of an office of the partnership in this State, if any.
(3) If there is no office of the partnership in this State, the name and street address of the partnership’s agent for service of process.
(4) A deferred effective date, if any.
(b) The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.
(c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) or revoked pursuant to section 3293 of this title.
(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3303. Effect of failure to qualify

§ 3303. Effect of failure to qualify
(a)(1) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has in effect a statement of foreign qualification.
(2) The successor to a foreign limited liability partnership 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 limited liability partnership or its successor or assignee obtains a certificate of authority.
(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.
(c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.
(e) A foreign limited liability partnership that transacts business in this State without a statement of foreign qualification shall be 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 statement of foreign qualification;
(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a statement of foreign qualification; and
(3) other penalties imposed by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.4.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3304. Activities not constituting transacting business

§ 3304. Activities not constituting transacting business
(a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this subchapter include:
(1) maintaining, defending, or settling an action or proceeding;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the partnership’s own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in personal property;
(8) collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of this subchapter, the ownership in this State of income producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this State.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this State. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3305. Action by Attorney General

§ 3305. Action by Attorney General
The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 3303 of this title and to restrain a foreign limited liability partnership from transacting business in this State in violation of this subchapter. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.5.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3310. Fees

§ 3310. Fees
(a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing:
liability partnership
$30.00
liability partnership
$170.00
agent or designated office, or both
$35.00
not to
exceed
$1,000.00
per
filer
per
calen-
dar
year
of good standing
$45.00
be filed by this chapter
$ 20.00
(b) The Secretary of State shall collect the following fees:
(1) $ 25.00 each time process is served on the Secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding.
(2) $ 25.00 for the certificate certifying the copy of any filed document related to a partnership, limited liability partnership, or a foreign limited liability partnership. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2003, No. 70 (Adj. Sess.), § 13, eff. March 1, 2004; 2013, No. 72, § 7; 2023, No. 77, § 38, eff. June 20, 2023.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3311. Uniformity of application and construction

§ 3311. Uniformity of application and construction
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3312. Applicability

§ 3312. Applicability
(a) Before January 1, 1999, this chapter governs only a partnership formed:
(1) after the effective date of this chapter, except a partnership that is continuing the business of a dissolved partnership under section 1333 of this title; and
(2) before the effective date of this chapter, that elects, as provided by subsection (c) of this section, to be governed by this chapter.
(b) On and after January 1, 1999, this chapter governs all partnerships.
(c) Before January 1, 1999, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership’s partners to third parties apply to limit those partners’ liability to a third party who had done business with the partnership within one year before the partnership’s election to be governed by this chapter, only if the third party knows or has received a notification of the partnership’s election to be governed by this chapter. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 22 - Partnerships › § 3313. Savings clause

§ 3313. Savings clause
The enactment of this chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3401. Definitions

§ 3401. Definitions
As used in this chapter:
(1) A “certificate of limited partnership” means the certificate referred to in section 3411 of this title, and the certificate as amended or restated.
(2) A “contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.
(3) An “event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 3432 of this title.
(4) A “foreign limited partnership” means a partnership formed under laws other than the laws of this State and having as partners one or more general partners and one or more limited partners.
(5) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
(6) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
(7) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners.
(8) “Partner” means a limited or general partner.
(9) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.
(10) “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(11) “Person” means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or limited liability company.
(12) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3402. Name

§ 3402. Name
(a) The name of each limited partnership as set forth in its certificate of limited partnership:
(1) shall contain the words “Limited Partnership,” or the letters “L.P.”;
(2) may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under that name before the admission of that limited partner;
(3) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and
(4) may not contain the following words: “corporation,” “incorporated,” “limited” by itself, “limited liability company,” “limited company,” or the abbreviations “corp.,” “Inc.,” or “Ltd.”
(b) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this chapter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2003, No. 107 (Adj. Sess.), § 17; 2015, No. 17, § 6.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3403. Reservation of name

§ 3403. Reservation of name
(a) The exclusive right to the use of a name may be reserved by:
(1) any person intending to organize a limited partnership under this chapter and to adopt that name;
(2) any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name;
(3) any foreign limited partnership intending to register in this State and adopt that name; and
(4) any person intending to organize a foreign limited partnership and intending to have it registered in this State and to adopt that name.
(b) The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, to reserve a specified name. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, he or she shall reserve the name for the exclusive use of the applicant for a period of 120 days. The owner of a name reserved under this section may renew the reservation for two successive periods of 120 days each. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3404. Specified office and agent

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