The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Subchapter
009
:
CONVERSIONS AND MERGERS
(Cite as: 11 V.S.A. § 3282)
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§ 3282. Conversion of partnership to limited partnership
(a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership
must be approved by all of the partners or by a number or percentage specified for
conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a certificate
of limited partnership in the jurisdiction in which the limited partnership is to
be formed. The certificate must include:
(1) a statement that the partnership was converted to a limited partnership from a partnership;
(2) its former name; and
(3) a statement of the number of votes cast by the partners for and against the conversion
and, if the vote is less than unanimous, the number or percentage required to approve
the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed or
at any later date specified in the certificate.
(e) A general partner who becomes a limited partner as a result of the conversion remains
liable as a general partner for an obligation incurred by the partnership before the
conversion takes effect. If the other party to a transaction with the limited partnership
reasonably believes when entering the transaction that the limited partner is a general
partner, the limited partner is liable for an obligation incurred by the limited partnership
within 90 days after the conversion takes effect. The limited partner’s liability
for all other obligations of the limited partnership incurred after the conversion
takes effect is that of a limited partner as provided in the Uniform Limited Partnership
Act. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)