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. § 3283)
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§ 3283. Conversion of limited partnership to partnership
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the
terms and conditions of a conversion of a limited partnership to a partnership must
be approved by all of the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel
its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains
liable only as a limited partner for an obligation incurred by the limited partnership
before the conversion takes effect. Except as otherwise provided in section 3226 of this title, the partner is liable as a general partner for an obligation of the partnership
incurred after the conversion takes effect. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)