The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 002 : Organization

• § 4034. Involuntary termination

  (a)(1) The articles of organization of a limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the provisions of this section shall apply to the limited liability company.

  (2) The certificate of authority of a foreign limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the Secretary of State shall notify the company of the termination.

  (3) If a company that has had its articles of organization terminated or had its certificate of authority terminated files its annual report together with the annual report filing fee and the reinstatement fee for each year the company failed to file its annual report, its articles of organization or certificate of authority, as the case may be, shall be reinstated by the Secretary of State.

  (b) When the reinstatement becomes effective, it relates back to and takes effect as of the effective date of termination of the company’s articles of organization or the date the company’s certificate of authority was terminated under subsection (a) of this section as if the termination never occurred.

  (c) A limited liability company or a foreign limited liability company shall lose the right to retain its name if the annual report required under subsection (a) of this section is not filed on or before five years after the date when the report is due.

  (d) Involuntary termination under this section does not:

  (1) prevent commencement of a proceeding against the limited liability company or the foreign limited liability company in its company name; provided that a proceeding is subject to dismissal unless the company is reinstated in accordance with subsections (a) and (b) of this section;

  (2) abate or suspend a proceeding pending by or against the limited liability company or foreign limited liability company on the effective date of involuntary termination; or

  (3) terminate the authority of the designated agent of the limited liability company or foreign limited liability company;

  (4) alter the limited liability status of members or managers of the limited liability company or foreign limited liability company; or

  (5) impair the validity of acts of the limited liability company during the period between involuntary termination and reinstatement. (Added 2015, No. 17, § 2.)