The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 001 : General Provisions

• § 4002. Knowledge and notice

  (a) A person knows a fact if the person has actual knowledge of it.

  (b) A person has notice of a fact if the person:

  (1) has received a notification of the fact;

  (2) has reason to know of the fact from all of the facts known to the person at the time in question; or

  (3) is deemed to have notice of the fact under subsection (d) of this section.

  (c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not they cause the other person to know the fact.

  (d) In the case of a limited liability company’s dissolution, termination, or merger or conversion, a person who is not a member of the company is deemed to have notice as follows:

  (1) for a dissolution, 90 days after a statement of dissolution under section 4103 of this title becomes effective;

  (2) for a termination, 90 days after the articles of termination under section 4105 of this title become effective; and

  (3) for a merger or conversion, upon the effective date of articles of merger or a statement of conversion filed with the Secretary of State.

  (e) A person receives a notification when the notification:

  (1) comes to the person’s attention; or

  (2) is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

  (f) A member’s knowledge, notice, or receipt of a notification of a fact in the member’s capacity as a member does not impute knowledge, notice, or receipt of notification of the fact to the limited liability company. (Added 2015, No. 17, § 2.)