reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4144. Approval of conversion

§ 4144. Approval of conversion
(a) For any conversion of a limited liability company into another type of organization, a plan of conversion is not effective unless it has been approved:
(1) by a domestic converting limited liability company, in accordance with the organizational documents of the limited liability company, or, in the absence of a provision governing approval of conversions, by all the members of the limited liability company entitled to vote on or consent to any matter; and
(2) in a record, by each member of a domestic converting limited liability company who will have personal liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:
(A) the operating agreement of the company provides in a record for the approval of a conversion or a merger in which some or all of its members become subject to personal liability by the affirmative vote or consent of fewer than all the members; and
(B) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision.
(b) For a conversion of a domestic general partnership or domestic limited partnership into a domestic limited liability company, the plan of conversion shall be approved by all of the partners or by a number or percentage of the partners required for the conversion in the partnership agreement.
(c) A conversion involving a domestic converting organization is not effective unless it is approved by the domestic converting organization in accordance with its governing law and organizational documents.
(d) A conversion of a foreign converting organization is not effective unless it is approved by the foreign organization in accordance with the law of the foreign organization’s jurisdiction of formation and its organizational documents. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4146. Statement of conversion; effective date of conversion

§ 4146. Statement of conversion; effective date of conversion
(a) A statement of conversion shall be signed by the converting organization and delivered to the Secretary of State for filing.
(b) A statement of conversion shall contain:
(1) the name, jurisdiction of formation, and type of organization of the converting organization;
(2) the name, jurisdiction of formation, and type of organization of the converted organization;
(3) if the converting organization is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this subchapter, or, if the converting organization is a foreign organization, a statement that the conversion was approved by the foreign organization in accordance with the law of its jurisdiction of formation;
(4) if the converted organization is a domestic organization, its public organizational documents, as an attachment; and
(5) if the converted organization is a foreign limited liability partnership, its certificate of authority to do business in the State, as an attachment.
(c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.
(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall satisfy the requirements of the law of this State, except that the public organizational documents do not need to be signed.
(e)(1) A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect.
(2) If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(f)(1) If the converted organization is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective.
(2) In all other cases, the conversion becomes effective on the later of:
(A) the date and time provided by the governing statute of the converted organization; or
(B) when the statement is effective. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4148. Merger of entities

§ 4148. Merger of entities
(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 4149 through 4151 of this title, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) the name and form of each constituent organization;
(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization’s organizational documents that are proposed to be in a record; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents that are, or are proposed to be, in a record. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4149. Action on plan of merger by constituent limited liability company

§ 4149. Action on plan of merger by constituent limited liability company
(a) Subject to section 4156 of this title, a plan of merger shall be approved in accordance with the organizational documents of the constituent limited liability company, or, in the absence of a provision governing approval of a merger, by all the members of the limited liability company entitled to vote on or consent to any matter.
(b) Subject to section 4156 of this title and any contractual rights, after a merger is approved, and at any time before the articles of merger are delivered to the Secretary of State for filing under section 4150 of this title, a constituent limited liability company may amend the plan or abandon the merger:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (Added 2015, No. 17, § 2; amended 2015, No. 97 (Adj. Sess.), § 45; 2015, No. 157 (Adj. Sess.), § E.3.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4150. Filings required for merger; effective date

§ 4150. Filings required for merger; effective date
(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:
(1) each constituent limited liability company, as provided in subsection 4025(a) of this title; and
(2) each other constituent organization, as provided in its governing statute.
(b) Articles of merger under this section shall include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(A) if it will be a limited liability company, the company’s certificate of organization; or
(B) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
(6) a statement as to each constituent organization that the merger was approved as required by the organization’s governing statute;
(7) if the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of subsection 4151(b) of this title; and
(8) any additional information required by the governing statute of any constituent organization.
(c) Each constituent limited liability company shall deliver the articles of merger for filing in the Office of the Secretary of State.
(d) A merger becomes effective under this subchapter:
(1) if the surviving organization is a limited liability company, upon the later of:
(A) compliance with subsection (c) of this section; or
(B) subject to section 4026 of this title, as specified in the articles of merger; or
(2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4151. Effect of merger

§ 4151. Effect of merger
(a) When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) all debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of subchapter 7 of this chapter;
(9) if the surviving organization is created by the merger:
(A) if it is a limited liability company, the certificate of organization becomes effective; or
(B) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(b)(1) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by a constituent organization, if before the merger the constituent organization was subject to suit in this State on the debt, obligation, or other liability.
(2) A surviving organization that is a foreign organization and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection.
(3) Service on the Secretary of State under this subsection shall be made in the same manner and has the same consequences as in subsections 4010(c) and (d) of this title. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4152. Domestication

§ 4152. Domestication
(a) A foreign limited liability company may become a limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:
(1) the foreign limited liability company’s governing statute authorizes the domestication;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited liability company complies with its governing statute in effecting the domestication.
(b) A limited liability company may become a foreign limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:
(1) the foreign limited liability company’s governing statute authorizes the domestication;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited liability company complies with its governing statute in effecting the domestication.
(c) A plan of domestication shall be in a record and shall include:
(1) the name of the domesticating company before domestication and the jurisdiction of its governing statute;
(2) the name of the domesticated company after domestication and the jurisdiction of its governing statute;
(3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and
(4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4153. Action on plan of domestication by domesticating limited liability company

§ 4153. Action on plan of domestication by domesticating limited liability company
(a) A plan of domestication shall be consented to:
(1) by all the members, subject to section 4156 of this title, if the domesticating company is a limited liability company; and
(2) as provided in the domesticating company’s governing statute, if the company is a foreign limited liability company.
(b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Secretary of State for filing under section 4154 of this title, a domesticating limited liability company may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4154. Filings required for domestication; effective date

§ 4154. Filings required for domestication; effective date
(a) After a plan of domestication is approved, a domesticating company shall deliver to the Secretary of State for filing articles of domestication, which shall include:
(1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction;
(2) the name of the domesticating company and the jurisdiction of its governing statute;
(3) the name of the domesticated company and the jurisdiction of its governing statute;
(4) the date the domestication is effective under the governing statute of the domesticated company;
(5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by this title;
(6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and
(7) if the domesticated company was a foreign limited liability company not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of subsection 4155(b) of this title.
(b) A domestication becomes effective:
(1) when the certificate of organization takes effect, if the domesticated company is a limited liability company; and
(2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4155. Effect of domestication

§ 4155. Effect of domestication
(a) When a domestication takes effect:
(1) the domesticated company is for all purposes the company that existed before the domestication;
(2) all property owned by the domesticating company remains vested in the domesticated company;
(3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;
(4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
(5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;
(6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and
(7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of subchapter 7 of this chapter.
(b)(1) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this State to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in this State on the debt, obligation, or other liability.
(2) A domesticated company that is a foreign limited liability company and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection.
(3) Service on the Secretary of State under this subsection must be made in the same manner and has the same consequences as in section 4010 of this title.
(c) If a limited liability company has adopted and approved a plan of domestication under section 4152 of this title providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of organization must be delivered to the Secretary of State for filing, setting forth:
(1) the name of the company;
(2) a statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) a statement the domestication was approved as required by this title; and
(4) the jurisdiction of formation of the domesticated foreign limited liability company. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4156. Restrictions on approval of mergers, conversions, and domestications

§ 4156. Restrictions on approval of mergers, conversions, and domestications
(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:
(1) the company’s operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and
(2) the member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4161. Election

§ 4161. Election
A limited liability company organized pursuant to this title may elect to be a low-profit limited liability company if and for so long at it satisfies the requirements of section 4162 of this title. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4162. Requirements

§ 4162. Requirements
A limited liability company shall be organized for a business purpose that satisfies, and shall at all times be operated to satisfy, each of the following requirements:
(1) The company:
(A) significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of 26 U.S.C. § 170(c)(2)(B); and
(B) would not have been formed but for the company’s relationship to the accomplishment of charitable or educational purposes.
(2) No significant purpose of the company is the production of income or the appreciation of property; provided, however, that the fact that a person produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property.
(3) No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of 26 U.S.C. § 170(c)(2)(D). (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4163. Failure to meet requirements

§ 4163. Failure to meet requirements
(a) A limited liability company that elects to be an L3C and subsequently fails to satisfy any one of the requirements set forth in section 4162 of this title shall immediately cease to be a low-profit limited liability company, but by continuing to meet all the other requirements of this chapter, continues to exist as a limited liability company.
(b) In the event an L3C fails to satisfy the requirements of section 4162 of this title, the company shall change its name to conform with subsection 4005(a) of this title. (Added 2015, No. 17, § 2.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4171. Definitions

§ 4171. Definitions
As used in this section:
(1) “Blockchain technology” has the same meaning as in 12 V.S.A. § 1913.
(2) “Participant” means:
(A) each person that has a partial or complete copy of the decentralized consensus ledger or database utilized by the blockchain technology, or otherwise participates in the validation processes of such ledger or database;
(B) each person in control of any digital asset native to the blockchain technology; and
(C) each person that makes a material contribution to the protocols.
(3) “Protocols” means the designated regulatory model of the software that governs the rules, operations, and communication between nodes on the network utilized by the participants.
(4) “Virtual currency” means a digital representation of value that:
(A) is used as a medium of exchange, unit of account, or store of value; and
(B) is not legal tender, whether or not denominated in legal tender. (Added 2017, No. 205 (Adj. Sess.), § 7.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4172. Election

§ 4172. Election
A limited liability company organized pursuant to this title for the purpose of operating a business that utilizes blockchain technology for a material portion of its business activities may elect to be a blockchain-based limited liability company (BBLLC) by:
(1) specifying in its articles of organization that it elects to be a BBLLC; and
(2) meeting the requirements in subdivision 4173(2) and subsection 4174(a) of this title. (Added 2017, No. 205 (Adj. Sess.), § 7.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4173. Authority; requirements

§ 4173. Authority; requirements
Notwithstanding any provision of this chapter to the contrary:
(1) A BBLLC may provide for its governance, in whole or in part, through blockchain technology.
(2) The operating agreement for a BBLLC shall:
(A) provide a summary description of the mission or purpose of the BBLLC;
(B) specify whether the decentralized consensus ledger or database utilized or enabled by the BBLLC will be fully decentralized or partially decentralized and whether such ledger or database will be fully or partially public or private, including the extent of participants’ access to information and read and write permissions with respect to protocols;
(C) adopt voting procedures, which may include smart contracts carried out on the blockchain technology, to address:
(i) proposals from managers, members, or other groups of participants in the BBLLC for upgrades or modifications to software systems or protocols, or both;
(ii) other proposed changes to the BBLLC operating agreement; or
(iii) any other matter of governance or activities within the purpose of the BBLLC;
(D) adopt protocols to respond to system security breaches or other unauthorized actions that affect the integrity of the blockchain technology utilized by the BBLLC;
(E) provide how a person becomes a member of the BBLLC with an interest, which may be denominated in the form of units, shares of capital stock, or other forms of ownership or profit interests; and
(F) specify the rights and obligations of each group of participants within the BBLLC, including which participants shall be entitled to the rights and obligations of members and managers. (Added 2017, No. 205 (Adj. Sess.), § 7.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4174. Multiple roles of members and managers

§ 4174. Multiple roles of members and managers
(a) A member or manager of a BBLLC may interact with the BBLLC in multiple roles, including as a member, manager, developer, node, miner, or other participant in the BBLLC, or as a trader and holder of the currency in its own account and for the account of others, provided such member or manager complies with any applicable fiduciary duties.
(b) The activities of a member or manager who interacts with the BBLLC through multiple roles are not deemed to take place in this State solely because the BBLLC is organized in this State. (Added 2017, No. 205 (Adj. Sess.), § 7.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4175. Consensus formation algorithms and governance processes

§ 4175. Consensus formation algorithms and governance processes
In its governance, a BBLLC may:
(1) adopt any reasonable algorithmic means for accomplishing the consensus process for validating records, as well as requirements, processes, and procedures for conducting operations, or making organizational decisions on the blockchain technology used by the BBLLC; and
(2) in accordance with any procedure specified pursuant to section 4173 of this title, modify the consensus process, requirements, processes, and procedures, or substitute a new consensus process, requirements, processes, or procedures that comply with the requirements of law and the governance provisions of the BBLLC. (Added 2017, No. 205 (Adj. Sess.), § 7.)
2023 Vermont Statutes › Title 11 - Corporations, Partnerships and Associations › Chapter 25 - Limited Liability Companies › § 4176. Scope of subchapter; other law

§ 4176. Scope of subchapter; other law
Except as expressly provided otherwise, this subchapter does not exempt a BBLLC from any other judicial, statutory, or regulatory provision of Vermont law or federal law, including State and federal securities laws. Except to the extent inconsistent with the provisions of this subchapter, the provisions of the Vermont Limited Liability Company Act govern. (Added 2017, No. 205 (Adj. Sess.), § 7.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.02. Reservation of power

§ 1.02. Reservation of power
Nothing contained in this title shall give the right to impair the obligation of any charter, or any amendment thereof, granted or made prior to November 19, 1851; nor shall the General Assembly enact any law that would so affect any charter or amendment passed prior to such date. Subject to the foregoing restriction, any act creating, continuing, altering, or renewing a corporation or body politic may be repealed by the General Assembly, as the public good requires; and any such act may be altered or amended by the General Assembly, as the public good requires, if within the exception specified in section 69 of Chapter II of the Vermont Constitution. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.20. Filing requirements

§ 1.20. Filing requirements
(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State.
(b) This title must require or permit filing the document in the Office of the Secretary of State.
(c) The document must contain the information required by this title. It may contain other information as well.
(d) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State.
(e) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed:
(1) by the chair of the board of directors of a domestic or foreign corporation, or by any officer of the corporation;
(2) if directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs. The document may but need not contain:
(1) the corporate seal;
(2) an attestation by the secretary or an assistant secretary;
(3) an acknowledgement, verification, or proof.
(h) If the Secretary of State has prescribed a mandatory form or electronic format for the document under section 1.21 of this title, the document must be in or on the prescribed form.
(i) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy, the correct filing fee, and any penalty required by this title.
(j)(1) Any of the terms of a plan or filed documents may be made dependent on facts ascertainable outside the plan or filed documents as follows:
(A) The manner in which the facts operate on the terms of the plan or filed document must be clearly and expressly set forth in the plan or filed document.
(B) The facts may include without limitation actions or events within the control of, or determinations made by, a part to the plan or filing the filed document or a representative of a party to the plan or filing the filed document.
(2) As used in this section:
(A) “Filed document” means a document filed with the secretary of state under any provision of this title, except chapter 15 or section 16.22 of this title.
(B) “Plan” means a plan of merger or share exchange. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 77, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.21. Forms

§ 1.21. Forms
(a) The Secretary of State may prescribe the form or electronic format of and furnish on request forms or specifications for formats for:
(1) Articles of incorporation. Such form shall note the information required under subsection 2.02(a) of this title, together with a summary of such information or provisions as are permitted by this title.
(2) An application for a certificate of good standing.
(3) A foreign corporation’s application for a certificate of authority to transact business in this State.
(4) A foreign corporation’s application for a certificate of withdrawal.
(5) The annual report.
If the Secretary of State so requires, compliance with these forms is mandatory.
(b) The Secretary of State may prescribe the form of and furnish on request forms for other documents required or permitted to be filed by this title but their use is not mandatory. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 78, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.22. Filing; service and copying fees

§ 1.22. Filing; service and copying fees
(a) The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing:
registered office, or both
$ 25.00
and
not to
exceed
$1,000.00
per
filer
per
calen-
dar
year.
filed by this title
$ 3.00
(b) The Secretary of State shall collect a fee of $25.00 each time process is served on him or her under this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding.
(c) The Secretary of State shall collect a fee of $25.00 for copying and certifying the copy of any filed document relating to a domestic or foreign corporation.
(d) When a corporation has been involuntarily terminated for failure to file its annual report, the Secretary of State shall collect, for each year the corporation failed to file its annual report, the annual report filing fee and a reinstatement fee of $50.00. (Added 1993, No. 85, § 2; amended 1993, No. 206 (Adj. Sess.), § 1, eff. June 14, 1994; 1997, No. 64, § 17, eff. Jan. 1, 1998; 2003, No. 70 (Adj. Sess.), § 15, eff. March 1, 2004; 2007, No. 153 (Adj. Sess.), § 35; 2013, No. 72, § 9; 2023, No. 77, § 36, eff. June 20, 2023.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.23. Effective time and date of document

§ 1.23. Effective time and date of document
(a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document accepted for filing is effective:
(1) at the date and time of filing, as evidenced by such means as the Secretary of State may use for the purpose of recording the date and time of filing; or
(2) at the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 79, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.24. Correcting filed document

§ 1.24. Correcting filed document
(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document:
(1) is incomplete;
(2) contains an incorrect statement;
(3) was defectively executed, attested, sealed, verified, or acknowledged; or
(4) the electronic transmission of which was defective.
(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;
(B) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective;
(C) correct the incorrect statement or defective execution; and
(2) by delivering the articles to the Secretary of State for filing.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying to their detriment on the uncorrected document. As to those persons, articles of correction are effective when filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 80, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.25. Filing duty of Secretary of State

§ 1.25. Filing duty of Secretary of State
(a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it.
(b) The Secretary of State files a document by recording it as “filed” together with his or her name and official title on the date and time of receipt, on both the document and on the record of the receipt for the filing fee. After filing a document, except as provided in sections 5.03 and 15.10 of this title, the Secretary of State shall deliver a copy of the document and filing fee receipt (or acknowledgment of receipt if no fee is required) to the domestic or foreign corporation or its representative.
(c) If the Secretary of State refuses to file a document, he or she shall return it to the domestic or foreign corporation or its representative within five days after the document is delivered, together with a brief, written explanation of the reason for refusing to file the document.
(d) The Secretary of State’s duty to file documents under this section is ministerial. His or her filing or refusing to file a document does not:
(1) affect the validity or invalidity of the document in whole or in part;
(2) relate to the correctness or incorrectness of information contained in the document;
(3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 81, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.26. Appeal from Secretary of State’s refusal to file document

§ 1.26. Appeal from Secretary of State’s refusal to file document
(a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the Superior Court of the county of the corporation’s principal office, in the case of a domestic corporation, or the corporation’s registered office, in the case of a foreign corporation. The appeal is commenced by filing a civil action to compel filing the document and by attaching to the petition the document and the Secretary of State’s explanation of his or her refusal to file. Such a civil action shall be tried by the court without a jury.
(b) The court may summarily order the Secretary of State to file the document, sustain the Secretary’s action, or take other action the court considers appropriate.
(c) The court’s final judgment may be appealed as in other civil actions. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.27. Evidentiary effect of copy of filed document

§ 1.27. Evidentiary effect of copy of filed document
A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State is conclusive evidence that the document is on file with the Secretary of State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 82, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.28. Certificate of good standing

§ 1.28. Certificate of good standing
(a) Anyone may apply to the Secretary of State to furnish a certificate of good standing for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) A certificate of good standing or authorization sets forth:
(1) the domestic corporation’s corporate name or the foreign corporation’s corporate name used in this State;
(2) that:
(A) the domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or
(B) the foreign corporation is authorized to transact business in this State;
(3) that all fees and penalties owed to this state under section 1.22 of this title have been paid if:
(A) payment is reflected in the records of the Secretary of State; and
(B) nonpayment affects the existence or authorization of the domestic or foreign corporations;
(4) that its most recent annual report required by section 16.22 of this title has been delivered to the Secretary of State;
(5) that articles of dissolution have not been filed; and
(6) other facts of records in the office of the Secretary of State that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of good standing or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.29. Signing false documents

§ 1.29. Signing false documents
(a) No officer, director, or incorporator may sign a document, knowing that the document is false in any material respect, and intending that the document be delivered to the Secretary of State for filing.
(b) A person who violates the provisions of subsection (a) of this section shall be fined not more than $1,000.00.
(c) A person harmed by reliance on a false document filed in violation of the provisions of subsection (a) of this section may bring an action against the person signing and filing such document for damages and such further relief as the court deems proper. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.41. Notice

§ 1.41. Notice
(a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances.
(b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other form of wire, wireless, or electronic communication; or by mail or private carrier or other method of delivery. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
(c) Notice to shareholders. Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when:
(1) mailed first class postpaid and correctly addressed to the shareholder’s address as shown in the corporation’s current record of shareholders; or
(2) electronically transmitted to the shareholder in a manner authorized by the shareholder.
(d) Notice to corporations. Written notice to a domestic or foreign corporation (authorized to transact business in this State) may be addressed to:
(1) its registered agent at its registered office;
(2) the corporation or its secretary at its principal office shown in its most recent annual report; or
(3) in the case of a foreign corporation that has not yet delivered an annual report, the corporation or its secretary at its principal office shown in its application for a certificate of authority.
(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
(1) when received;
(2) five days after its deposit in the U.S. mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;
(3) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
(f) Oral notice is effective when communicated if communicated in a comprehensible manner.
(g) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this title, those requirements govern. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 84, eff. June 6, 2008.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 1 - General Provisions › § 1.42. Number of shareholders

§ 1.42. Number of shareholders
(a) For purposes of this title, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder:
(1) all co-owners of the same shares;
(2) a corporation, partnership, trust, estate, or other entity;
(3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this title, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person. The provisions of this subsection shall not affect the voting rights of shareholders under chapter 7 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 2 - Incorporation › § 2.01. Incorporators

§ 2.01. Incorporators
One or more natural persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 2 - Incorporation › § 2.03. Incorporation

§ 2.03. Incorporation
(a) Unless a delayed effective date is specified, the corporate existence begins when the Secretary of State issues a certificate of incorporation, after finding that the articles of incorporation conform to law, and that all fees imposed under section 1.22 of this title have been paid.
(b) The Secretary of State’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the State to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(c) The Secretary of State shall maintain a separate record of the number of corporations that deliver articles of incorporation to the Secretary for filing by electronic transmission. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2009, No. 78 (Adj. Sess.), § 44c, eff. April 15, 2010.)
2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 2 - Incorporation › § 2.04. Liability for preincorporation transactions

§ 2.04. Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for all liabilities created while so acting. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)