reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4073. Rights of transferee

§ 4073. Rights of transferee
(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that all other members consent.
(b)(1) A transferee who has become a member has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this chapter to the extent of the membership interest transferred.
(2) A transferee who becomes a member also is liable for the transferor member’s obligations to make contributions under section 4053 of this title and for obligations under section 4057 of this title to return unlawful distributions, but the transferee is not obligated for the transferor member’s liabilities unknown to the transferee at the time the transferee becomes a member and which could not be ascertained from the articles of organization or the operating agreement made available to the transferee, and is not personally liable for any obligation of the limited liability company incurred before the transferee’s admission as a member.
(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor retains all duties and obligations of a member and is not released from liability to the limited liability company and the other members under the operating agreement or this chapter unless all other members consent.
(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company’s business or affairs, require access to information concerning the company’s transactions, or inspect or copy any of the company’s books and other records, except that in a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company’s transactions only from the date of dissolution.
(e) A transferee who does not become a member is entitled to:
(1) receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) receive, upon dissolution and winding up of the limited liability company’s business:
(A) in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(B) a statement of account only from the date of the latest statement of account agreed to by all the members.
(f) A limited liability company need not give effect to a transfer or a transferee’s rights under this section until it has notice of the transfer. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4074. Charging order

§ 4074. Charging order
(a)(1) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the distributional interest of the judgment debtor for the unsatisfied amount of the judgment.
(2) Except as provided in subsection (f) of this section, a charging order constitutes a lien on a judgment debtor’s distributional interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.
(b) To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subsection (a) of this section, the court may:
(1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and
(2) make all other orders necessary to give effect to the charging order.
(c)(1) Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the distributional interest.
(2) Except as provided in subsection (f) of this section, the purchaser at the foreclosure sale obtains only the distributional interest, does not thereby become a member, and is subject to section 4073 of this title.
(d) At any time before foreclosure under subsection (c) of this section, the member or transferee whose distributional interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.
(e) At any time before foreclosure under subsection (c) of this section, a limited liability company or one or more members whose distributional interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.
(f) This section does not deprive any member or transferee of the benefit of any exemption laws applicable to the member’s or transferee’s distributional interest.
(g) If a court orders foreclosure of a charging order lien against the sole member of a limited liability company:
(1) the court shall confirm the sale;
(2) the purchaser at the sale obtains the member’s entire interest, not only the member’s transferable interest;
(3) the purchaser thereby becomes a member; and
(4) the person whose interest was subject to the foreclosed charging order is dissociated as a member.
(h) This section provides the exclusive remedy by which a person, who in the capacity of a judgment creditor seeks to enforce a judgment against a member or transferee, may satisfy the judgment from the judgment debtor’s distributional interest. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4075. Power of estate of deceased member

§ 4075. Power of estate of deceased member
If a member who is an individual dies, the member’s legal representative may exercise the rights of a transferee under section 4073 of this title, and, for purposes of settling the estate, the member’s legal representative may exercise the rights the deceased member had under section 4058 of this title. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4082. Member’s power to dissociate; wrongful dissociation

§ 4082. Member’s power to dissociate; wrongful dissociation
(a) A person has the power to dissociate as a member from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to subdivision 4081(1) of this title.
(b) A member’s dissociation from a limited liability company is wrongful only if the dissociation:
(1) is in breach of an express provision of the operating agreement or articles of organization; or
(2) occurs before the termination of the company and:
(A) the member withdraws as a member by express will;
(B) the member is expelled as a member by judicial determination under subdivision 4081(5) of this title;
(C) the member is dissociated under subdivision 4081(6)(A) of this title by becoming a debtor in bankruptcy; or
(D) in the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.
(c)(1) A person that wrongfully dissociates as a member from a limited liability company is liable to the company and, subject to section 4131 of this title, to the other members for damages caused by the dissociation.
(2) The liability is in addition to any other debt, obligation, or other liability of the member to the company or to the other members. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4083. Effect of member’s dissociation

§ 4083. Effect of member’s dissociation
(a) When a person is dissociated as a member of a limited liability company:
(1) the person’s right to participate as a member in the management and conduct of the company’s business terminates;
(2) if the company is member-managed, the person’s fiduciary duties as a member end with regard to matters arising and events occurring after the person’s dissociation; and
(3) subject to section 4075 of this title and subchapter 10 of this chapter, any distributional interest owned by the person immediately before dissociation in the person’s capacity as a member is owned by the person solely as a transferee.
(b) A person’s dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members that the person incurred while a member. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4101. Events causing dissolution and winding up of company business

§ 4101. Events causing dissolution and winding up of company business
(a) A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:
(1) an event or circumstance that the operating agreement states causes dissolution;
(2) consent of the number or percentage of members specified in the operating agreement, or in the absence of a provision governing approval of a dissolution or winding up of the company contained in an operating agreement, the consent of all the members;
(3) the passage of 90 consecutive days during which the company has no members;
(4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that:
(A) the conduct of all or substantially all of the company’s activities is unlawful; or
(B) it is not reasonably practicable to carry on the company’s activities in conformance with the certificate of organization and the operating agreement; or
(5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:
(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(b) In an action brought under subdivision (a)(5) of this section, the Court may order a remedy other than dissolution. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4102. Limited liability company continues after dissolution

§ 4102. Limited liability company continues after dissolution
(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.
(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members, or, if different, the number or percentage of members specified in the operating agreement to dissolve or liquidate the company may waive the right to have the company’s business wound up and the company terminated, in which case:
(1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined shall be subject to the same limitations on liability as if the dissolution had never occurred; and
(2) the rights of a third party accruing under section 4104 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 are not adversely affected. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4104. Member’s or manager’s power and liability as agent after dissolution

§ 4104. Member’s or manager’s power and liability as agent after dissolution
A limited liability company is bound by a member’s or manager’s act after dissolution that:
(1) is appropriate for winding up the company’s business; or
(2) would have bound the company under section 4041 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4105. Articles of termination

§ 4105. Articles of termination
(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating:
(1) the name of the company;
(2) the date of the dissolution; and
(3) that the company’s business has been wound up and the legal existence of the company has been terminated.
(b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4106. Distribution of assets in winding up limited liability company’s business

§ 4106. Distribution of assets in winding up limited liability company’s business
(a) In winding up a limited liability company’s business, the assets of the company shall be applied to discharge its obligations to creditors, including members who are creditors. Any surplus shall be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.
(b) Each member is entitled to a distribution upon the winding up of the limited liability company’s business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in proportion to each member’s capital contributions. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4107. Known claims against dissolved limited liability company

§ 4107. Known claims against dissolved limited liability company
(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.
(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice shall:
(1) specify the information required to be included in a claim;
(2) provide a mailing address where the claim is to be sent;
(3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the written notice is received by the claimant; and
(4) state that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met, and:
(1) the claim is not received by the specified deadline; or
(2) in the case of a claim that is timely received but rejected by the company:
(A) the company causes the claimant to receive notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and
(B) the claimant does not commence the required action within the 90 days.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4108. Other claims against dissolved limited liability company

§ 4108. Other claims against dissolved limited liability company
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice shall:
(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company’s principal office is located or, if it has none in this State, in the county in which its designated office is or was last located, and sent to the Office of the Attorney General;
(2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
(3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c)(1) If the dissolved limited liability company sends notice to the Attorney General and publishes a newspaper notice in accordance with subsection (b) of this section, a cause of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced only as follows:
(A) against the dissolved limited liability company; and
(B) if any of the assets of the dissolved limited liability company have been distributed to its members, against members of the dissolved limited liability company.
(2) A cause of action against a dissolved limited liability company arising under subdivision (1)(A) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against the dissolved limited liability company prior to the expiration of the statute of limitations applicable to the cause of action.
(3) A cause of action against a dissolved limited liability company arising under subdivision (1)(B) of this subsection is extinguished unless the claimant commences a proceeding to enforce the cause of action against a member of a dissolved limited liability company prior to the earlier of the following:
(A) the expiration of the statute of limitations applicable to the cause of action; or
(B) five years after the effective date of the dissolution of the limited liability company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4109. Enforcement of claims against dissolved limited liability company

§ 4109. Enforcement of claims against dissolved limited liability company
A claim not barred under section 4108 of this title may be enforced against the dissolved limited liability company:
(1) to the extent of its undistributed assets, including any insurance assets held by the limited liability company that may be available to satisfy claims; or
(2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member’s proportionate share of the claim or the company’s assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4111. Law governing foreign limited liability companies

§ 4111. Law governing foreign limited liability companies
(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of a member as a member, and a manager as a manager, for the debts, obligations, or other liabilities of the foreign limited liability company or series thereof.
(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is formed and the laws of this State.
(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4112. Application for certificate of authority

§ 4112. Application for certificate of authority
(a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application shall set forth:
(1) the name of the foreign company and, if its name is unavailable for use in this State, an alternate name that satisfies the requirements of section 4116 of this title;
(2) the name of the state or country under whose law it is organized;
(3) the address of its initial designated office;
(4) the name and street address, and the mailing address if different from the street address, of its designated agent for service of process in this State.
(b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a document of similar import, authenticated by the Secretary of State or other official having custody of company records in the state or country under whose law it is organized, dated no earlier than 90 days prior to filing of the application. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4113. Activities not constituting transacting business

§ 4113. Activities not constituting transacting business
(a) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State.
(b) Except as provided in subsection (c) of this section, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign limited liability company.
(c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a foreign limited liability company is required to obtain a certificate of authority under subsection (a) of this section:
(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of its members or managers 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 foreign company’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 electronic means, or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) owning real or personal property;
(10) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; or
(11) transacting business in interstate commerce. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4114. Issuance of certificate of authority

§ 4114. Issuance of certificate of authority
If the Secretary of State determines that an application for a certificate of authority complies as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the application and issue a certificate of authority to the foreign limited liability company or its representative. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4115. Amended certificate of authority

§ 4115. Amended certificate of authority
(a) A foreign limited liability company authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it:
(1) changes its name; and
(2) changes the state or country under whose law it is organized.
(b) The requirements of section 4114 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4116. Name of foreign limited liability company

§ 4116. Name of foreign limited liability company
(a)(1) A foreign limited liability company whose name does not comply with section 4005 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 4005 of this title.
(2) A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 15 of this title.
(3) After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name unless the company is authorized under chapter 15 of this title to transact business in this State under another name.
(b) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 4005 of this title, it may not transact business in this State until it complies with subsection (a) of this section and obtains an amended certificate of authority. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4117. Revocation of certificate of authority

§ 4117. Revocation of certificate of authority
(a) The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State in the manner provided in subsections (b) and (c) of this section if:
(1) the company does not:
(A) pay, within 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this chapter;
(B) appoint and maintain an agent for service of process as required by section 4007 of this title; or
(C) deliver for filing a statement of change under section 4008 of this title within 30 days after a change has occurred in the name or address of the agent; or
(2) the Commissioner of Taxes notifies the Secretary of State that a foreign limited liability company has failed to make a return, to pay a tax, to file a bond, or to do any other act required under 32 V.S.A. chapter 211.
(b)(1) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State shall file a notice of revocation and send a copy to the company’s agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company’s designated office.
(2) A notice of revocation shall state:
(A) the effective date of the revocation, which shall be at least 60 days after the date the Secretary of State sends the copy; and
(B) the grounds for revocation under subsection (a) of this section.
(c) The authority of a foreign limited liability company to transact business in this State shall cease on the effective date of the notice of revocation unless, before that date, the company cures each ground for revocation stated in the notice filed under subsection (b) of this section. If the company cures each ground, the Secretary of State shall file a record so stating. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4118. Cancellation of authority

§ 4118. Cancellation of authority
A foreign limited liability company may cancel its authority to transact business in this State by filing a certificate of cancellation with the Secretary of State. Cancellation does not terminate the authority of the Secretary of State to accept service of process on the company for claims arising out of the transactions of business in this State. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4119. Effect of failure to obtain certificate of authority

§ 4119. Effect of failure to obtain certificate of authority
(a)(1) A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority to transact business in this State.
(2) The successor to a foreign limited liability company 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 company or its successor or assignee obtains a certificate of authority.
(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.
(c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority.
(d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims arising out of the transaction of business in this State.
(e) A foreign limited liability company that transacts business in this State without a certificate of authority 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 certificate of authority;
(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a certificate of authority; and
(3) other penalties imposed by law. (Added 2015, No. 17, § 2; amended 2015, No. 128 (Adj. Sess.), § C.8.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4120. Action by Attorney General

§ 4120. Action by Attorney General
The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed under section 4119 of this title and to restrain a foreign limited liability company from transacting business in this State in violation of this chapter. (Added 2015, No. 17, § 2; amended 2015, No. 128 (Adj. Sess.), § C.9.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4121. Election

§ 4121. Election
A limited liability company formed under this chapter may elect to be a foreign law limited liability company by complying with all the following:
(1) designating itself as a foreign law limited liability company in its articles of organization filed pursuant to section 4023 of this title;
(2) including in its name either the term “foreign law limited liability company,” the term “Foreign Law Company,” or the abbreviation “F.L.L.L.C.” or “F.L.C.” in lieu of the words or abbreviations required under subsection 4005(a) of this title; and
(3) complying with the requirements of this subchapter and paying the filing fees pursuant to section 4012 of this title. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4122. Designation of controlling foreign law

§ 4122. Designation of controlling foreign law
(a) A foreign law limited liability company shall designate in its articles of organization all the following:
(1) a specific law or body of law of a foreign jurisdiction, either within or outside the United States of America, that will control the internal governance affairs of the company;
(2) the type of organization that will control how the foreign law limited liability company is treated under the foreign law and all matters that are required to be included in the constituent filing for that type of organization under that foreign law;
(3) any variations or limitations on the applicability of the foreign law and any mechanisms for amending, rescinding, or limiting the designation in the future;
(4) the courts, if any, that, in addition to the courts of the State of Vermont and the United States, will have jurisdiction over disputes relating to the internal governance affairs of the foreign law limited liability company; and
(5) a designation of those classes of individuals or officers within the chosen legal structure who shall have authority to act on behalf of the foreign law limited liability company equivalent to the authority of managers under subsections 4054(b) and (c) of this title, and any limitations on or clarification of that authority.
(b) Any bylaws, agreements, or other statements of principles governing the internal governance affairs of the foreign law limited liability company addressed in the applicable foreign law but not required to be in the constituent filing shall be set forth as part of, or in lieu of, the operating agreement required by section 4003 of this title. The prohibitions on a waiver under subsection 4003(b) shall not apply to foreign law limited liability companies. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4123. Scope of designated foreign law

§ 4123. Scope of designated foreign law
(a) In any disputes over the internal governance affairs of a foreign law limited liability company, the designated foreign law or body of law shall be applied by any court having jurisdiction over the parties as the binding authority governing these matters, provided that no designated law shall be enforced that:
(1) is contrary to provisions of Vermont or U.S. law or public policy;
(2) cause fraud or manifest injustice under Vermont or U.S. law;
(3) purports to limit the civil or criminal liability of an individual, partnership, or entity under Vermont or U.S. law; or
(4) varies or limits the filing procedures for creating a limited liability company required by this title.
(b) As used in this subchapter, “internal governance affairs” means the relations among the limited liability company, its members, and managers. Whether an issue is a matter of internal governance affairs of the company shall be determined under Vermont law.
(c) If a court determines that the designated law does not address an internal governance matter or addresses it in a manner that is unenforceable pursuant to subsection (a) of this section, or a limitation or variation relating to the issue is specified in the articles of organization, Vermont law shall apply to the matter at issue.
(d) All the external affairs of the foreign law limited liability company shall be governed by the general provisions of this chapter, the articles of organization other than choice of foreign law, the operating agreement, and applicable Vermont and federal laws. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4124. Jurisdiction

§ 4124. Jurisdiction
(a) Vermont and other courts designated pursuant to section 4122 of this title shall have jurisdiction over all disputes relating to the internal governance affairs of a foreign law limited liability company.
(b) In adjudicating any dispute relating to the internal governance affairs of a foreign law limited liability company, the court may rely on its own English translation of the designated law and on testimony of experts, opinions of counsel, advisory opinions, or declaratory or binding judgments, and other appropriate evidence. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4131. Direct action by member

§ 4131. Direct action by member
(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and protect the member’s interests, including rights and interests under the operating agreement, under this title, or arising independently of the membership relationship.
(b) A member who maintains a direct action under this section must prove an actual or threatened injury to the member that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4132. Derivative action

§ 4132. Derivative action
A member may maintain a derivative action to enforce a right of a limited liability company if:
(1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the other members or the managers do not bring the action within a reasonable time; or
(2) a demand under subdivision (1) of this section would be futile. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4133. Proper plaintiff

§ 4133. Proper plaintiff
A derivative action under section 4132 of this title may be maintained only by a person that is a member of the company at the time the action is commenced, and:
(1) was a member when the conduct giving rise to the action occurred; or
(2) whose status as a member devolved on the person by operation of law or pursuant to the terms of the operating agreement from a person that was a member at the time of the transaction. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4134. Pleading

§ 4134. Pleading
In a derivative action, the complaint shall state with particularity:
(1) the date and content of plaintiff’s demand and the response to the demand by the other members or the managers; or
(2) why the demand should be excused as futile. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4135. Special litigation committee

§ 4135. Special litigation committee
(a)(1) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company.
(2) If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation.
(3) This subsection shall not prevent the court from:
(A) enforcing a person’s right to information under section 4058 of this title; or
(B) granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee shall be composed of one or more disinterested and independent individuals, who may be members.
(c) A special litigation committee may be appointed:
(1) in a member-managed limited liability company:
(A) by the affirmative vote or consent of a majority of the members not named as parties in the proceeding; or
(B) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or
(2) in a manager-managed limited liability company:
(A) by a majority of the managers not named as parties in the proceeding; or
(B) if all managers are named as parties in the proceeding, by a majority of the managers named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
(1) continue under the control of the plaintiff;
(2) continue under the control of the committee;
(3) be settled on terms approved by the committee; or
(4) be dismissed.
(e)(1) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, and shall serve each party with a copy of the determination and report.
(2) The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof.
(3) If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee.
(4) Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to continue under the control of the plaintiff. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4136. Proceeds and expenses

§ 4136. Proceeds and expenses
(a) Except as otherwise provided in subsection (b) of this section:
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b) If a derivative action is successful, in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees and costs, from the recovery of the limited liability company.
(c) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the approval of the court. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4142. Conversion authorized

§ 4142. Conversion authorized
(a) By complying with sections 4143 through 4146 of this title, a domestic limited liability company may become a domestic organization that is a different type of organization.
(b) By complying with sections 4143 through 4146 of this title, a domestic limited liability company may convert into a different type of foreign organization if the conversion is authorized by the foreign statute that governs the organization after conversion and the converting organization complies with the statute.
(c) By complying with sections 4143 through 4146 of this title, a domestic organization may become a domestic limited liability company.
(d) By complying with sections 4143 through 4146 of this title applicable to foreign organizations, a foreign organization that is not a foreign limited liability company may become a domestic limited liability company if the conversion is authorized by the law of the foreign organization’s jurisdiction of formation.
(e) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the company as if the conversion were a merger until the provision is amended after July 1, 2016 or after the date the organization elects to become subject to this chapter, whichever is earlier. (Added 2015, No. 17, § 2; amended 2015, No. 97 (Adj. Sess.), § 44; 2015, No. 157 (Adj. Sess.), § E.3.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4143. Plan of conversion

§ 4143. Plan of conversion
(a) A domestic limited liability company may convert to a different type of organization under section 4142 of this title, by approving a plan of conversion. The plan shall be in a record and contain:
(1) the name of the converting limited liability company;
(2) the name, jurisdiction of formation, and type of organization of the converted organization;
(3) the manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State;
(5) the full text of the private organizational documents of the converted organization which are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this State or the operating agreement of the converting limited liability company.
(b) A domestic general partnership or a domestic limited partnership may convert into a domestic limited liability company by approving a plan of conversion setting forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.
(c) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law. (Added 2015, No. 17, § 2.)