reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3488. Action by Attorney General

§ 3488. Action by Attorney General
The Attorney General may bring an action in the Civil Division of the Superior Court to collect the penalties imposed under section 3487 of this title and to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.7.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3491. Right of action

§ 3491. Right of action
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3492. Proper plaintiff

§ 3492. Proper plaintiff
In a derivative action, the plaintiff must be a partner at the time of bringing the action and must have been a partner at the time of the transaction of which he or she complains or his or her status as a partner must have devolved upon him or her by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3493. Pleading

§ 3493. Pleading
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3494. Expenses

§ 3494. Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, and shall direct him or her to remit to the limited partnership the remainder of those proceeds received by him or her. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3501. Construction and application

§ 3501. Construction and application
This chapter shall be so 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.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3502. Rules for cases not provided for in this chapter

§ 3502. Rules for cases not provided for in this chapter
In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 23 - Limited Partnerships › § 3503. Savings clause

§ 3503. Savings clause
The repeal of any statutory provision by this act does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this act, nor does the repeal of any existing statutory provision by this act impair any contract or affect any right accrued before the effective date of this act. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4002. Knowledge and notice

§ 4002. 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) has received a notification of the fact;
(2) has reason to know of the fact from all of the facts known to the person at the time in question; or
(3) is deemed to have notice of the fact under subsection (d) of this section.
(c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not they cause the other person to know the fact.
(d) In the case of a limited liability company’s dissolution, termination, or merger or conversion, a person who is not a member of the company is deemed to have notice as follows:
(1) for a dissolution, 90 days after a statement of dissolution under section 4103 of this title becomes effective;
(2) for a termination, 90 days after the articles of termination under section 4105 of this title become effective; and
(3) for a merger or conversion, upon the effective date of articles of merger or a statement of conversion filed with the Secretary of State.
(e) A person receives a notification when the notification:
(1) comes to the person’s attention; or
(2) is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(f) A member’s knowledge, notice, or receipt of a notification of a fact in the member’s capacity as a member does not impute knowledge, notice, or receipt of notification of the fact to the limited liability company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4004. Supplemental principles of law

§ 4004. 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 12 percent per annum computed by the actuarial method. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4005. Name

§ 4005. Name
(a)(1) Except for a low-profit limited liability company, the name of a limited liability company as set forth in its articles of organization shall contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.,” “LLC,” “L.C.,” or “LC.” The word “limited” may be abbreviated as “Ltd.” and “company” may be abbreviated as “Co.” in a limited liability company name.
(2) The name of a low-profit limited liability company shall contain the abbreviation L3C.
(b) Unless authorized under subsection (c) of this section, the name of a limited liability company shall be distinguishable in the records of the Secretary of State from:
(1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; and
(2) each name reserved under:
(A) sections 1621a, 4006, and 3403 of this title;
(B) 11A V.S.A. § 4.02;
(C) 11B V.S.A. § 4.02; and
(D) 11C V.S.A. § 112.
(c) A person may apply to the Secretary of State for authorization to use a name that does not comply with subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if, as to each noncomplying name:
(1) the present user, registrant, or owner of the name consents to the applicant’s use of the name in a signed record and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a new name that complies with subsection (b) of this section; 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 in this State the name applied for.
(d) Subject to section 4116 of this title, this section applies to a foreign limited liability company transacting business in this State that has a certificate of authority to transact business in this State or which has applied for a certificate of authority.
(e) 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 section. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4006. Reserved name

§ 4006. Reserved name
(a)(1) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State for filing.
(2) The application shall state the name and address of the applicant and the name proposed to be reserved.
(3) If the Secretary of State finds that the name applied for is available, the Secretary shall reserve that name for the applicant’s exclusive use for a 120-day period.
(b) The owner of a reserved limited liability company name may renew the reservation for successive periods of 120 days each by delivering a renewal application to the Secretary of State during the 45-day period preceding the date of expiration of the reservation.
(c) The owner of a name reserved for a limited liability company may assign the reservation to another person by delivering to the Secretary of State for filing a signed notice of the assignment that states the name and address of the assignee.
(d) The owner of a reserved limited liability company name may terminate the name reservation by delivering to the Secretary of State for filing a signed notice of withdrawal of name reservation. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4007. Designated office and agent

§ 4007. Designated office and agent
(a) A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain:
(1) a designated office for notification purposes, which may but need not be a place of its business, and may but need not be located in this State; and
(2) an agent and street address of the agent for service of process on the limited liability company in this State.
(b) An agent for service of process shall be an individual resident of this State, a domestic corporation, another limited liability company, or a foreign corporation or foreign limited liability company authorized to do business in this State. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4008. Change of designated office or agent for service of process

§ 4008. Change of designated office or agent for service of process
(a) A limited liability company or foreign limited liability company may change its designated office or agent for service of process by delivering to the Secretary of State for filing a statement of change that sets forth:
(1) the name of the company;
(2) the street address, and the mailing address if different from the street address, of its current designated office;
(3) if the current designated office is to be changed, the street address, and the mailing address if different from the street address, of the new designated office;
(4) the name and address of its current agent for service of process; and
(5) if the current agent for service of process is to be changed, the name of the new agent for service of process and the new agent’s written consent, either on the statement or attached to it, to the appointment.
(b) If an agent for service of process changes the street address of the agent’s business office, the agent may change the street address of the designated office of any limited liability company or foreign limited liability company for which the agent is the agent for service of process by notifying the company in writing of the change and signing, either manually or in facsimile, and filing with the Secretary of State a statement that complies with the requirements of subsection (a) of this section and recites that the company has been notified of the change. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4009. Resignation of agent for service of process

§ 4009. Resignation of agent for service of process
(a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing a statement of resignation containing the company name and stating that the agent is resigning.
(b) The Secretary of State shall file a statement of resignation delivered under subsection (a) of this section and mail or otherwise deliver a copy to the designated office of the limited liability company.
(c) An agency for service of process terminates on the earlier of:
(1) the 41st day after the Secretary of State files the statement of resignation; or
(2) when a record designating a new agent for service of process is delivered to the Secretary of State for filing on behalf of the limited liability company and becomes effective. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4010. Service of process

§ 4010. Service of process
(a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company.
(b) If a limited liability company or foreign limited liability company fails to appoint or maintain an agent for service of process in this State or the agent for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the company upon whom process, notice, or demand may be served.
(c) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand. If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its registered office. Service on the Secretary of State shall be returnable in not less than 30 days.
(d) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service.
(e) This section shall not affect the right to serve process, notice, or demand upon a limited liability company or foreign limited liability company in any manner otherwise provided by law. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4012. Fees

§ 4012. Fees
(a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing:
(1) Articles of organization
$155.00
(2) Application for certificate of authority
$155.00
(3) Amendment of articles or certificate of authority
$35.00
(4) Cancellation of certificate of authority
$25.00
(5) Application for reserved name
$25.00
(6) Notice of transfer of reserved name
$20.00
(7) Application for registered name
$25.00
(8) Application for renewal of registered name
$25.00
(9) Statement of change of designated agent or designated office, or both
$35.00 and not to exceed $1,000.00 per filer per calendar year
(10) Agent’s statement of resignation
no fee
(11) Restatement of articles of organization
$25.00
(12) Articles of correction
$35.00
(13) Application for certificate of existence or authorization
$35.00
(14) Articles of merger
$55.00
(15) Annual report of a domestic limited liability company
$45.00
(16) Annual report of a foreign limited liability company
$170.00
(17) Reinstatement
$35.00
(18) Any other document required or permitted to be filed by this chapter
$20.00
(19) Articles of domestication
$20.00
(20) Articles of termination
$20.00
(21) Notice of withdrawal of reserved name
$20.00
(22) Statement of conversion
$20.00
(b) The Secretary of State shall collect the following fees:
(1) $35.00 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 the party prevails in the proceeding.
(2) $25.00 for the certificate certifying the copy of any filed document relating to a limited liability company or a foreign limited liability company. (Added 2015, No. 17, § 2; amended 2023, No. 77, § 37, eff. June 20, 2023.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4022. Organization

§ 4022. Organization
(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. The organizers need not be members of the limited liability company at the time of formation or after formation has occurred.
(b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.
(c) The filing of the articles of organization by the Secretary of State is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization.
(d) The Secretary of State shall maintain a separate record of the number of limited liability companies that deliver articles of organization to the Secretary for filing by electronic transmission. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4023. Articles of organization

§ 4023. Articles of organization
(a) Articles of organization of a limited liability company shall set forth:
(1) the name of the company;
(2) the address of the initial designated office;
(3) the name and street address of the initial agent for service of process;
(4) the name and address of each organizer;
(5) if the company has no members at the time of filing, a statement to that effect; and
(6) whether the company is an L3C.
(b) Articles of organization of a limited liability company may set forth:
(1) provisions permitted to be set forth in an operating agreement; and
(2) other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of subsection 4003(b) of this title. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1) the operating agreement controls as to managers, members, and members’ transferees; and
(2) the articles of organization control as to persons other than managers, members, and their transferees who relied on the articles to their detriment. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4024. Amendment or restatement of articles of organization

§ 4024. Amendment or restatement of articles of organization
(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment shall set forth the:
(1) name of the limited liability company;
(2) date of filing of the articles of organization; and
(3) amendment to the articles.
(b) The articles of organization of a limited liability company may be amended at any time but shall be amended if:
(1) there is a change in the name of the company;
(2) there is a change in any other matter set forth in the articles of organization under subsection 4023(b) of this title; or
(3) the articles of organization contain a false or erroneous statement.
(c) A limited liability company may restate its articles of organization at any time. Restated articles of organization shall be signed and filed in the same manner as articles of amendment. Restated articles of organization shall be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company’s present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4025. Signing of documents

§ 4025. Signing of documents
(a) Except as otherwise provided in this chapter, a document to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by:
(1) a person authorized by the company;
(2) a person organizing the company, if it is the company’s initial articles of organization; or
(3) a fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.
(b) A document signed under subsection (a) of this section shall state adjacent to the signature the name and capacity of the signer.
(c) Any record filed under this chapter may be signed by an agent.
(d) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4026. Filing in Office of Secretary of State

§ 4026. Filing in Office of Secretary of State
(a) The original signed copy, together with a duplicate copy that may be either a signed, photocopied, or conformed copy, of the articles of organization or any other document required to be filed pursuant to this chapter shall be delivered to the Secretary of State. If the Secretary of State determines that a document conforms to the filing provisions of this chapter, the Secretary of State shall, when all required filing fees have been paid:
(1) endorse each signed original and duplicate copy with the word “filed” and the date and time of the acceptance for filing;
(2) retain the signed original in the Office of the Secretary of State; and
(3) return the duplicate copy to the limited liability company or to its representative.
(b) If the Secretary of State is unable to make the determination required under subsection (a) of this section for filing the articles of organization at the time a document is delivered for filing, the document is deemed to have been filed at the time of delivery if the Secretary of State subsequently determines that:
(1) the document as delivered conforms to the filing provisions of this chapter; or
(2) within 20 days after notification of nonconformance is given by the Secretary to the limited liability company or its representative, the document is brought into conformance.
(c) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subdivision (b)(2) of this section, the document shall not be filed.
(d) A document accepted for filing by the Secretary of State is effective:
(1) on the date it is filed, as evidenced by the Secretary of State maintaining a record of the date and time of the filing;
(2) at the time specified in the document as its effective time; or
(3) on the date and at the time specified in the document if the document specifies a delayed effective date and time.
(e) If a delayed effective date for a document is specified but no time is specified, the document is effective at 12:01 a.m. on that date. A delayed effective date that is later than the 90th day after the document is filed makes the document effective as of the 90th day.
(f) An original copy may consist of an electronic communication received by the Secretary of State’s office, endorsement may consist of an attached electronic record, and the delivery of a duplicate may be done electronically. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4027. Correcting filed document

§ 4027. Correcting filed document
(a) A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document contains a false or erroneous statement or was defectively signed.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document, including its filing date, or attach a copy of it to the articles of correction;
(B) specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective;
(C) correct the incorrect statement or defective signing; and
(2) by delivering the corrected document to the Secretary of State for filing.
(c) When filed by the Secretary of State, articles of correction filed under subsection (a) of this section are effective retroactively as of the effective date of the record the articles correct, but the articles are effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4028. Certificate of existence or authorization

§ 4028. Certificate of existence or authorization
(a) A person may request the Secretary of State to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company.
(b) A certificate of existence for a limited liability company shall set forth:
(1) the company’s name;
(2) that it is duly organized under the laws of this State and the date of organization; and
(3) that articles of termination have not been filed.
(c) A certificate of authorization for a foreign limited liability company shall set forth:
(1) the company’s name used in this State;
(2) that it is authorized to transact business in this State; and
(3) that a certificate of cancellation has not been filed.
(d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this State. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4029. Liability for false statement in filed document

§ 4029. Liability for false statement in filed document
If a document filed with the Secretary of State contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the document or caused another to sign it on the person’s behalf and knew the statement to be false at the time the document was signed. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4030. Filing by judicial act

§ 4030. Filing by judicial act
If a person required by section 4025 of this title to sign any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Superior Court to direct the signing of the document. If the Court finds that it is proper for the document to be signed and that a person so designated has failed or refused to sign the document, it shall order the Secretary of State to sign and file an appropriate document. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4032. When property is limited liability company property

§ 4032. When property is limited liability company property
(a) Property is limited liability company property if acquired in the name of:
(1) the limited liability company; or
(2) one or more members with an indication in the instrument transferring title to the property of the person’s capacity as a member or of the existence of a limited liability company, but without an indication of the name of the limited liability company.
(b) Property is presumed to be limited liability company property if purchased with limited liability company assets, even if not acquired in the name of the limited liability company or of one or more members with an indication in the instrument transferring title to the property of the person’s capacity as a member or of the existence of a limited liability company.
(c) Property acquired in the name of one or more of the members, without an indication in the instrument transferring title to the property of the person’s capacity as a member or of the existence of a limited liability company and without use of limited liability company assets, is presumed to be separate property, even if used for limited liability company purposes. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4033. Annual report for Secretary of State

§ 4033. Annual report for Secretary of State
(a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this State shall file an annual report with the Secretary of State. The annual report shall set forth the following information:
(1) the name of the company and the state or country under whose law it is organized; and
(2) the address of its designated office and the name of its designated agent at that office in this State.
(b) Information in the annual report shall be current as of the date the annual report is signed on behalf of the company.
(c) The annual report shall be delivered to the Secretary of State within three months after the expiration of the company’s fiscal year. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4034. Involuntary termination

§ 4034. Involuntary termination
(a)(1) The articles of organization of a limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the provisions of this section shall apply to the limited liability company.
(2) The certificate of authority of a foreign limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the Secretary of State shall notify the company of the termination.
(3) If a company that has had its articles of organization terminated or had its certificate of authority terminated files its annual report together with the annual report filing fee and the reinstatement fee for each year the company failed to file its annual report, its articles of organization or certificate of authority, as the case may be, shall be reinstated by the Secretary of State.
(b) When the reinstatement becomes effective, it relates back to and takes effect as of the effective date of termination of the company’s articles of organization or the date the company’s certificate of authority was terminated under subsection (a) of this section as if the termination never occurred.
(c) A limited liability company or a foreign limited liability company shall lose the right to retain its name if the annual report required under subsection (a) of this section is not filed on or before five years after the date when the report is due.
(d) Involuntary termination under this section does not:
(1) prevent commencement of a proceeding against the limited liability company or the foreign limited liability company in its company name; provided that a proceeding is subject to dismissal unless the company is reinstated in accordance with subsections (a) and (b) of this section;
(2) abate or suspend a proceeding pending by or against the limited liability company or foreign limited liability company on the effective date of involuntary termination; or
(3) terminate the authority of the designated agent of the limited liability company or foreign limited liability company;
(4) alter the limited liability status of members or managers of the limited liability company or foreign limited liability company; or
(5) impair the validity of acts of the limited liability company during the period between involuntary termination and reinstatement. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4041. No agency power of member as member

§ 4041. No agency power of member as member
(a) A member is not an agent of a limited liability company solely by reason of being a member.
(b) A person’s status as a member does not prevent or restrict law other than this title from imposing liability on a limited liability company because of the person’s conduct. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4042. Liability of members and managers

§ 4042. Liability of members and managers
(a) The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:
(1) are solely the debts, obligations, or other liabilities of the company; and
(2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or the manager acting as a manager.
(b) The failure of a limited liability company to observe any particular formalities relating to the exercise of its power or management of its activities is not a ground for imposing liability on a member or manager for the debts, obligations, or other liabilities of the company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4051. Becoming a member

§ 4051. Becoming a member
(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) If articles of organization filed with the Secretary of State contain the statement required by subdivision 4023(a)(5) of this title, a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company’s initial members.
(d) After formation of a limited liability company, a person becomes a member:
(1) as provided in the operating agreement;
(2) as the result of a transaction effective under subchapter 10 of this chapter;
(3) with the affirmative vote or consent of all the members; or
(4) if, within 90 consecutive days after the company ceases to have any members:
(A) the last person to have been a member or the legal representative of that person designates a person to become a member; and
(B) the designated person consents to become a member.
(e) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4052. Form of contribution

§ 4052. Form of contribution
A contribution may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, agreements to contribute money or property, or contracts for services to be performed. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4053. Member’s liability for contributions

§ 4053. Member’s liability for contributions
(a) A person’s obligation to make a contribution to a limited liability company is not excused by the member’s death, disability, or other inability to perform personally. If a person does not make the required contribution, the person’s estate is obligated at the option of the company to contribute money equal to that portion of the value of the part of the contribution which has not been made.
(b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, and without notice of any compromise under subdivision 4054(d)(4) of this title, may enforce the original obligation. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4055. Sharing of profits and losses and right to distributions

§ 4055. Sharing of profits and losses and right to distributions
(a) The profits and losses of a limited liability company shall be allocated among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value, as stated in the limited liability company records required to be kept under this chapter, of the contributions made by each member, taking into account variations in the capital contributions of each member during the period for which such allocations are made.
(b) Any distributions made by a limited liability company before its dissolution and winding up shall be made among the members or the holders of distributional interests, as the case may be, in proportion to the agreed value of the contributions made by each member as of the date of such distribution.
(c)(1) A member has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution.
(2) A person’s dissociation does not entitle the person to a distribution.
(d) A member has no right to receive, and may not be required to accept, a distribution in kind.
(e) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4056. Limitations on distributions

§ 4056. Limitations on distributions
(a) A distribution shall not be made if:
(1) the limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or
(2) the company’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those receiving the distribution.
(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of:
(1) generally accepted accounting practices and principles;
(2) a fair valuation; or
(3) another method that is reasonable under the circumstances.
(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:
(1) in the case of distribution by purchase, redemption, or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and
(2) in all other cases, as of the date the:
(A) distribution is authorized if the payment occurs within 120 days after the date of authorization; or
(B) payment is made if it occurs more than 120 days after the date of authorization.
(d) A limited liability company’s indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company’s indebtedness to its general, unsecured creditors.
(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness and not the issuance of the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4057. Liability for unlawful distributions

§ 4057. Liability for unlawful distributions
(a) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 4056 of this title, the articles of organization, or a written operating agreement is personally liable to the company for the amount of the distribution which exceeds the amount that could have been distributed without violating section 4056 of this title, the articles of organization, or a written operating agreement if it is established that the member or manager did not perform the member’s or manager’s duties in compliance with section 4059 of this title.
(b) A member of a manager-managed limited liability company who knew a distribution was made to such member in violation of section 4056 of this title is personally liable to the limited liability company, but only to the extent that the distribution received by such member exceeded the amount that could properly have been paid under section 4056 of this title.
(c) A member or manager against whom an action is brought under this section may implead in the action all:
(1) other members or managers who voted for or assented to the distribution in violation of subsection (a) of this section and may compel contribution from them; and
(2) members who received a distribution in violation of subsection (b) of this section and may compel contribution from the member in the amount received in violation of subsection (b) of this section.
(d) A proceeding under this section is barred unless it is commenced within two years after the distribution. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4060. Reimbursement, indemnification, and insurance

§ 4060. Reimbursement, indemnification, and insurance
(a) A member-managed limited liability company shall reimburse a member, and a manager-managed limited liability company shall reimburse a manager, for payments made and indemnify the member or manager for liabilities reasonably incurred by the member or manager in the ordinary and proper conduct of the activities of the limited liability company or for the preservation of its activities or property.
(b) A limited liability company may purchase and maintain insurance on behalf of a member or manager against liability asserted against or incurred by the member or manager in that capacity or arising from that status whether or not the operating agreement is permitted to provide for the member or manager to be indemnified against the liability.
(c) A limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make.
(d) A payment or advance that gives rise to an obligation of a limited liability company under subsections (a) through (c) of this section constitutes a loan to the company, which accrues interest from the date of the payment or advance.
(e) A member is not entitled to remuneration for services performed for a limited liability company even in the capacity as a manager of a manager-managed company, except for reasonable compensation for services rendered in winding up the activities of the company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4071. Member’s distributional interest

§ 4071. Member’s distributional interest
(a) A distributional interest in a limited liability company is personal property and, subject to sections 4072 and 4073 of this title, may be transferred in whole or in part.
(b) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to section 4073 of this title, may also provide for the transfer of any interest represented by the certificate by a transfer of the certificate. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4072. Transfer of distributional interest

§ 4072. Transfer of distributional interest
(a) A transfer, in whole or in part, of a distributional interest:
(1) is permissible;
(2) does not by itself cause a member’s dissociation or a dissolution and winding up of the company’s activities; and
(3) subject to section 4075 of this title, does not entitle the transferee to:
(A) become or to exercise any rights of a member:
(B) participate in the management or conduct of the company’s activities; or
(C) except as otherwise provided in subsection 4073(d) of this title, have access to records or other information concerning the company’s activities.
(b) A transfer of a distributional interest entitles the transferee to receive, in accordance with the transfer, the distributions to which the transferor would otherwise be entitled with respect to the interest.
(c) Except as otherwise provided in subdivision 4081(4)(B) of this title, if a member transfers a distributional interest, the transferor retains the rights of a member other than the distributional interest transferred and retains all duties and obligations of a member.
(d) A transfer of a distributional interest in violation of a restriction on transfer contained in the operating agreement is ineffective if the intended transferee has knowledge or notice of the restriction at the time of transfer. (Added 2015, No. 17, § 2.)