The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 001 : General Provisions

• § 4001. 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) “Business” includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit.

  (3) “Debtor in bankruptcy” means a person who is the subject of an order for relief under Title 11 of the U.S. Code or a comparable order under a successor statute of general application or a comparable order under federal, state, or foreign law governing insolvency.

  (4) “Delivery” means transmission by surface mail or by a method of electronic transmission the Secretary of State may prescribe.

  (5) “Designated office” means the office of a limited liability company designated pursuant to section 4007 of this title or the principal office of a foreign limited liability company.

  (6) “Dissolution” means an event under section 4101 of this title which requires a limited liability company to wind up its affairs and to terminate its existence as a legal entity.

  (7) “Dissociation” means a complete termination of a member’s continued membership in a limited liability company for any reason.

  (8) “Distribution” means a transfer of money or property 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.

  (9) “Distributional interest” means the right of a member or transferee to receive a distribution from a limited liability company.

  (10) “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.

  (11) “Entity” means a person other than an individual.

  (12) “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 4042 of this title.

  (13) “Limited liability company” or “company,” except in the phrase “foreign limited liability company,” means an organization formed under this chapter or subject to this chapter following a merger, conversion, or domestication pursuant to subchapter 10 of this chapter.

  (14) “L3C” or “low-profit limited liability company” means a limited liability company that elects to be a low-profit limited liability company pursuant to section 4161 of this title and meets the requirements of section 4162 of this title.

  (15) “Manager” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subsection 4054(c) of this title.

  (16) “Manager-managed limited liability company” means a limited liability company that qualifies under subsection 4054(a) of this title.

  (17) “Meeting” means any structured communication conducted by participants in person or through an electronic or telecommunications medium that permits simultaneous or sequentially structured communications.

  (18) “Member” means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title.

  (19) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.

  (20) “Operating agreement” means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement.

  (21) “Record,” used as a noun, 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.

  (22) “Sign” means, with the present intent to authenticate or adopt a record:

  (A) to execute or adopt a tangible symbol; or

  (B) to attach or to logically associate with the record an electronic symbol, sound, or process.

  (23) “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.

  (24) “Transfer” includes an assignment, a conveyance, a sale, a lease, an encumbrance, including a mortgage or security interest, a gift, and a transfer by operation of law.

  (25) “Writing” means a written communication, including a letter, fax, e-mail, or other electronic format that may be prescribed by the Secretary of State. (Added 2015, No. 17, § 2.)