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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online have been updated to include the actions of the 2023 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.

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 002 : Organization

(Cite as: 11 V.S.A. § 4026)
  • § 4026. Filing in Office of Secretary of State

    (a) The original signed copy, together with a duplicate copy that may be either a signed, photocopied, or conformed copy, of the articles of organization or any other document required to be filed pursuant to this chapter shall be delivered to the Secretary of State. If the Secretary of State determines that a document conforms to the filing provisions of this chapter, the Secretary of State shall, when all required filing fees have been paid:

    (1) endorse each signed original and duplicate copy with the word “filed” and the date and time of the acceptance for filing;

    (2) retain the signed original in the Office of the Secretary of State; and

    (3) return the duplicate copy to the limited liability company or to its representative.

    (b) If the Secretary of State is unable to make the determination required under subsection (a) of this section for filing the articles of organization at the time a document is delivered for filing, the document is deemed to have been filed at the time of delivery if the Secretary of State subsequently determines that:

    (1) the document as delivered conforms to the filing provisions of this chapter; or

    (2) within 20 days after notification of nonconformance is given by the Secretary to the limited liability company or its representative, the document is brought into conformance.

    (c) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subdivision (b)(2) of this section, the document shall not be filed.

    (d) A document accepted for filing by the Secretary of State is effective:

    (1) on the date it is filed, as evidenced by the Secretary of State maintaining a record of the date and time of the filing;

    (2) at the time specified in the document as its effective time; or

    (3) on the date and at the time specified in the document if the document specifies a delayed effective date and time.

    (e) If a delayed effective date for a document is specified but no time is specified, the document is effective at 12:01 a.m. on that date. A delayed effective date that is later than the 90th day after the document is filed makes the document effective as of the 90th day.

    (f) An original copy may consist of an electronic communication received by the Secretary of State’s office, endorsement may consist of an attached electronic record, and the delivery of a duplicate may be done electronically. (Added 2015, No. 17, § 2.)