The Vermont Statutes Online

Title 11: Corporations, Partnerships and Associations

Chapter 21: LIMITED LIABILITY COMPANIES


NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated, provided as a convenience. It has NOT been edited for publication, and is not in any way official or authoritative.


 
 Sub-Chapter 1: General Provisions
 
§ 3001   Definitions
§ 3002   Knowledge and notice
§ 3003   Effect of operating agreement; nonwaivable provisions
§ 3004   Supplemental principles of law
§ 3005   Name
§ 3006   Reserved name
§ 3007   Registered name
§ 3008   Designated office and agent
§ 3009   Change of designated office or agent for service of process
§ 3010   Resignation of agent for service of process
§ 3011   Service of process
§ 3012   Nature of business and powers
§ 3013   Fees
 
 Sub-Chapter 2: Organization
 
§ 3021   Limited liability company as legal entity
§ 3022   Organization
§ 3023   Articles of organization
§ 3024   Amendment or restatement of articles of organization
§ 3025   Signing of documents
§ 3026   Filing in office of secretary of state
§ 3027   Correcting filed document
§ 3028   Certificate of existence or authorization
§ 3029   Liability for false statement in filed document
§ 3030   Filing by judicial act
§ 3031   Limited liability company property
§ 3032   When property is limited liability company property
 
 Sub-Chapter 3: Relations Of Members And Managers To Persons Dealing With Limited Liability Company
 
§ 3041   Agency of members and managers
§ 3042   Limited liability company liable for member's or manager's actionable conduct
§ 3043   Liability of members and managers
 
 Sub-Chapter 4: Relations Of Members To Each Other And To Limited Liability Company
 
§ 3051   Form of contribution
§ 3052   Member's liability for contributions
§ 3053   Member's and manager's rights to payments and reimbursement
§ 3054   Management of limited liability company
§ 3055   Sharing of profits and losses and right to distributions
§ 3056   Limitations on distributions
§ 3057   Liability for unlawful distributions
§ 3058   Member's right to information
§ 3059   General standards of member's and manager's conduct
§ 3060   Actions by members
§ 3061   Continuation of term limited liability company beyond expiration of stated duration
§ 3062   Authority to indemnify
 
 Sub-Chapter 5: Transferees And Creditors Of Member
 
§ 3071   Member's distributional interest
§ 3072   Transfer of distributional interest
§ 3073   Rights of transferee
§ 3074   Rights of creditor
§ 3075   Power of estate of deceased or member who is incompetent
 
 Sub-Chapter 6: Member's Dissociation
 
§ 3081   Events causing member's dissociation
§ 3082   Member's power to dissociate; wrongful dissociation
§ 3083   Effect of member's dissociation
 
 Sub-Chapter 7: Member's Dissociation When Business Not Wound Up
 
§ 3091   Exercise of purchase right
§ 3092   Court action to determine fair value of distributional interest
§ 3093   Dissociated member's power to bind limited liability company
§ 3094   Statement of dissociation
 
 Sub-Chapter 8: Winding Up Company Business
 
§ 3101   Events causing dissolution and winding up of company business
§ 3102   Limited liability company continues after dissolution
§ 3103   Right to wind up limited liability company's business
§ 3104   Member's or manager's power and liability as agent after dissolution
§ 3105   Articles of termination
§ 3106   Distribution of assets in winding up limited liability company's business
§ 3107   Known claims against dissolved limited liability company
§ 3108   Other claims against dissolved limited liability company
§ 3109   Enforcement of claims against dissolved limited liability company
 
 Sub-Chapter 9: Conversions And Mergers
 
§ 3121   Definitions
§ 3122   Conversion of partnership or limited partnership to limited liability company
§ 3123   Effect of conversion; entity unchanged
§ 3124   Merger of entities
§ 3125   Articles of merger
§ 3126   Effect of merger
§ 3127   Article not exclusive
 
 Sub-Chapter 10: Foreign Limited Liability Companies
 
§ 3131   Law governing foreign limited liability companies
§ 3132   Application for certificate of authority
§ 3133   Activities not constituting transacting business
§ 3134   Issuance of certificate of authority
§ 3135   Amended certificate of authority
§ 3136   Name of foreign limited liability company
§ 3137   Revocation of certificate of authority
§ 3138   Cancellation of authority
§ 3139   Effect of failure to obtain certificate of authority
§ 3140   Action by attorney general
§ 3141   Repealed. 1997, No. 50, § 42, eff. June 26, 1997.
 
 Sub-Chapter 11: Derivative Actions
 
§ 3151   Right of action
§ 3152   Proper plaintiff
§ 3153   Pleading
§ 3154   Expenses
 
 Sub-Chapter 12: Annual Report
 
§ 3161   Annual report for secretary of state
§ 3162   Involuntary termination
 
 Sub-Chapter 13: Foreign Law Limited Liability Companies
 
§ 3181   Election
§ 3182   Designation of controlling foreign law
§ 3183   Scope of designated foreign law
§ 3184   Jurisdiction

  • Full text of Chapter 21.