The Vermont Statutes Online
The Statutes below include the actions of the 2025 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.
Subchapter
007
:
WINDING UP OF COMPANY BUSINESS
(Cite as: 11 V.S.A. § 4102)
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§ 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.)