The Vermont Statutes Online

Title 11: Corporations, Partnerships and Associations

Chapter 21: LIMITED LIABILITY COMPANIES

Sub-Chapter 01: General Provisions

11 V.S.A. § 3001. Definitions



§ 3001. Definitions

As used in this chapter:

(1) "Articles of organization" means initial, amended and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all documents serving a similar function required to be filed in the office of the secretary of state, or comparable office, of the company's jurisdiction of organization.

(2) "At-will limited liability company" or "at-will company" means a limited liability company in which the members have not agreed to remain members until the expiration of a term specified in the articles of organization.

(3) "Business" includes every trade, occupation, profession and other lawful purpose, whether or not carried on for profit.

(4) "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application or a comparable order under federal, state or foreign law governing insolvency.

(5) "Dissolution" means an event under section 3101 of this title which requires a limited liability company to wind up its affairs and to terminate its existence as a legal entity.

(6) "Dissociation" means a complete termination of a member's continued membership in a limited liability company for any reason.

(7) "Distribution" means a transfer of money, property or other benefit from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest.

(8) "Distributional interest" means all of a member's interest in distributions by the limited liability company.

(9) "Entity" means a person other than an individual.

(10) "Foreign limited liability company" means an unincorporated entity organized under laws, other than the laws of this state, which afford limited liability to its owners comparable to the liability under section 3043 of this title.

(11) "Limited liability company" or "company" means a limited liability company organized under this chapter which may afford its members and managers limited liability for the obligations of the limited liability company to the extent provided in this chapter.

(12) "Manager" means a person, whether or not a member, of a manager-managed limited liability company, who is vested with authority under section 3041 of this title.

(13) "Manager-managed limited liability company" means a limited liability company which is so designated in its articles of organization.

(14) "Member-managed limited liability company" means a limited liability company other than a manager-managed limited liability company.

(15) "Operating agreement" means any form of description of membership rights and obligations under section 3003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement.

(16) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity.

(17) "Principal office" means the office, whether or not in this state, where the principal executive office of a domestic or foreign limited liability company is located.

(18) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(19) "Signed" includes any symbol or electronic schema that may be prescribed by the secretary of state that is executed or adopted by a person with the present intention to authenticate a record.

(20) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

(21) "Term limited liability company" means a limited liability company in which its members have agreed to remain members until the expiration of a term specified in the articles of organization.

(22) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance and gift.

(23) "Document" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(24) "Writing" means written communications, including letters, faxes, e-mails, or other electronic formats that may be prescribed by the secretary of state.

(25) "Delivery" means surface mail or methods of electronic transmission the secretary of state may prescribe.

(26) "Meeting" means any structured communications conducted by participants in person or through the use of electronic or telecommunications medium permitting simultaneous or sequentially structured communications for the purpose of reaching a collective agreement.

(27) "L3C" or "low-profit limited liability company" means a person organized under this chapter that is organized for a business purpose that satisfies and is at all times operated to satisfy each of the following requirements:

(A) The company:

(i) significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal Revenue Code of 1986, 26 U.S.C. § 170(c)(2)(B); and

(ii) would not have been formed but for the company's relationship to the accomplishment of charitable or educational purposes.

(B) 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.

(C) No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of Section 170(c)(2)(D) of the Internal Revenue Code of 1986, 26 U.S.C. § 170(c)(2)(D).

(D) If a company that met the definition of this subdivision (27) at its formation at any time ceases to satisfy any one of the requirements, it shall immediately cease to be a low-profit limited liability company, but by continuing to meet all the other requirements of this chapter, will continue to exist as a limited liability company. The name of the company must be changed to be in conformance with subsection 3005(a) of this title. (Added 1995, No. 179 (Adj. Sess.), § 4; amended 2007, No. 106 (Adj. Sess.), § 1, eff. April 30, 2008; 2007, No. 190 (Adj. Sess.), § 74, eff. June 6, 2008.)