The Vermont Statutes Online
The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.
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 007 : Winding up of Company Business
(Cite as: 11 V.S.A. § 4101)-
§ 4101. Events causing dissolution and winding up of company business
(a) A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:
(1) an event or circumstance that the operating agreement states causes dissolution;
(2) consent of the number or percentage of members specified in the operating agreement, or in the absence of a provision governing approval of a dissolution or winding up of the company contained in an operating agreement, the consent of all the members;
(3) the passage of 90 consecutive days during which the company has no members;
(4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that:
(A) the conduct of all or substantially all of the company’s activities is unlawful; or
(B) it is not reasonably practicable to carry on the company’s activities in conformance with the certificate of organization and the operating agreement; or
(5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:
(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(b) In an action brought under subdivision (a)(5) of this section, the Court may order a remedy other than dissolution. (Added 2015, No. 17, § 2.)
