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Searching 2023-2024 Session

The Vermont Statutes Online

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

NOTE: The online version of the Vermont Statutes does NOT yet include the actions of the 2023 legislative session. The 2023 updates should be available by the end of October.

Title 11 : Corporations, Partnerships and Associations



(Cite as: 11 V.S.A. § 4102)
  • § 4102. Limited liability company continues after dissolution

    (a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.

    (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members, or, if different, the number or percentage of members specified in the operating agreement to dissolve or liquidate the company may waive the right to have the company’s business wound up and the company terminated, in which case:

    (1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined shall be subject to the same limitations on liability as if the dissolution had never occurred; and

    (2) the rights of a third party accruing under section 4104 of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. (Added 2015, No. 17, § 2.)