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
008
:
FOREIGN LIMITED LIABILITY COMPANIES
(Cite as: 11 V.S.A. § 4123)
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§ 4123. Scope of designated foreign law
(a) In any disputes over the internal governance affairs of a foreign law limited liability
company, the designated foreign law or body of law shall be applied by any court having
jurisdiction over the parties as the binding authority governing these matters, provided
that no designated law shall be enforced that:
(1) is contrary to provisions of Vermont or U.S. law or public policy;
(2) cause fraud or manifest injustice under Vermont or U.S. law;
(3) purports to limit the civil or criminal liability of an individual, partnership, or
entity under Vermont or U.S. law; or
(4) varies or limits the filing procedures for creating a limited liability company required
by this title.
(b) As used in this subchapter, “internal governance affairs” means the relations among
the limited liability company, its members, and managers. Whether an issue is a matter
of internal governance affairs of the company shall be determined under Vermont law.
(c) If a court determines that the designated law does not address an internal governance
matter or addresses it in a manner that is unenforceable pursuant to subsection (a)
of this section, or a limitation or variation relating to the issue is specified in
the articles of organization, Vermont law shall apply to the matter at issue.
(d) All the external affairs of the foreign law limited liability company shall be governed
by the general provisions of this chapter, the articles of organization other than
choice of foreign law, the operating agreement, and applicable Vermont and federal
laws. (Added 2015, No. 17, § 2.)