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Searching 2019-2020 Session

The Vermont Statutes Online

 

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : LIMITED LIABILITY COMPANIES

Subchapter 004 : RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY

(Cite as: 11 V.S.A. § 4051)
  • § 4051. Becoming a member

    (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.

    (b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

    (c) If articles of organization filed with the Secretary of State contain the statement required by subdivision 4023(a)(5) of this title, a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company's initial members.

    (d) After formation of a limited liability company, a person becomes a member:

    (1) as provided in the operating agreement;

    (2) as the result of a transaction effective under subchapter 10 of this chapter;

    (3) with the affirmative vote or consent of all the members; or

    (4) if, within 90 consecutive days after the company ceases to have any members:

    (A) the last person to have been a member or the legal representative of that person designates a person to become a member; and

    (B) the designated person consents to become a member.

    (e) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company. (Added 2015, No. 17, § 2.)