The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 022 : Partnerships

Subchapter 010 : LIMITED LIABILITY PARTNERSHIP

• § 3291. Statement of qualification

  (a)(1) Any lawful partnership may become a limited liability partnership pursuant to this section.

  (2) A limited liability partnership or a foreign limited liability partnership engaging in a business subject to any other provisions of law of this State governing or regulating business may be formed or authorized to transact business under this chapter only if permitted by, and subject to all limitations of, the other statute. The following shall not be formed or authorized to transact business under this chapter:

  (A) credit unions regulated under Title 8;

  (B) insurance companies regulated under Title 8;

  (C) railroad companies regulated under Title 19.

  (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.

  (c) After the approval required by subsection (b) of this section, a partnership may only become a limited liability partnership by filing a statement of qualification. The statement must contain:

  (1) the name of the partnership;

  (2) the location of the principal place of business in this State;

  (3) if the partnership does not have a principal place of business in this State, the name and street address of the partnership’s agent for service of process;

  (4) a statement that the partnership elects to be a limited liability partnership; and

  (5) a deferred effective date, if any.

  (d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.

  (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) of this title or revoked pursuant to section 3293 of this title.

  (f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section.

  (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.

  (h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 1999, No. 153 (Adj. Sess.), § 24, eff. Jan. 1, 2001.)