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The Vermont Statutes Online

 

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : LIMITED LIABILITY COMPANIES

Subchapter 010 : CONVERSION, MERGER, AND DOMESTICATION

(Cite as: 11 V.S.A. § 4141)
  • § 4141. Definitions

    As used in this subchapter:

    (1) "Constituent limited liability company" means a constituent organization that is a limited liability company.

    (2) "Constituent organization" means an organization that is party to a merger.

    (3) "Conversion" means a transaction authorized by sections 4142 through 4147 of this title.

    (4) "Converted organization" means the converting organization as it continues in existence after a conversion.

    (5) "Converting organization" means the domestic organization that approves a plan of conversion pursuant to section 4144 of this title or the foreign organization that approves a conversion pursuant to the law of its jurisdiction of formation.

    (6) "Domestic," with respect to an organization, means an organization governed as to its internal affairs by the law of this State.

    (7) "Domesticated company" means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to sections 4152 through 4155 of this title.

    (8) "Domesticating company" means the company that effects a domestication pursuant to sections 4152 through 4155 of this title.

    (9) "General partner" means a partner in a partnership and a general partner in a limited partnership.

    (10) "Governing statute" means the statute that governs an organization's internal affairs.

    (11) "Interest holder" means:

    (A) a shareholder of a business corporation;

    (B) a member of a nonprofit corporation;

    (C) a general partner of a general partnership;

    (D) a general partner of a limited partnership;

    (E) a limited partner of a limited partnership;

    (F) a member of a limited liability company;

    (G) a shareholder of a general cooperative association;

    (H) a member of a limited cooperative association or mutual benefit enterprise;

    (I) a member of an unincorporated nonprofit association;

    (J) a beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

    (K) any other direct holder of an interest.

    (12) "Limited partner" means a limited partner in a limited partnership.

    (13) "Limited partnership" means a limited partnership created under chapter 23 of this title, a predecessor law, or comparable law of another jurisdiction.

    (14) "Organization":

    (A) means any of the following, whether a domestic or foreign organization, and regardless of whether organized for profit:

    (i) a business corporation;

    (ii) a nonprofit corporation;

    (iii) a general partnership, including a limited liability partnership;

    (iv) a limited partnership, including a limited liability limited partnership;

    (v) a limited liability company;

    (vi) a general cooperative association;

    (vii) a limited cooperative association or mutual benefit enterprise;

    (viii) an unincorporated nonprofit association;

    (ix) a statutory trust, business trust, or common-law business trust; or

    (x) any other person that has:

    (I) a legal existence separate from any interest holder of that person; or

    (II) the power to acquire an interest in real property in its own name; and

    (B) does not include:

    (i) an individual;

    (ii) a trust with a predominantly donative purpose or a charitable trust;

    (iii) an association or relationship that is not an organization listed in subdivision (A) of this subdivision (14) and is not a partnership under chapter 22 or 23 of this title, or a similar provision of the law of another jurisdiction;

    (iv) a decedent's estate; or

    (v) a government or a governmental subdivision, agency, or instrumentality.

    (15) "Organizational documents" means, whether or not in a record, documents governing the internal affairs of an organization that are binding on all its interest holders, including:

    (A) for a domestic or foreign general partnership, its partnership agreement;

    (B) for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;

    (C) for a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;

    (D) for a business trust, its agreement of trust and declaration of trust;

    (E) for a domestic or foreign corporation for profit, its certificate or articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and

    (F) for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.

    (16) "Partner" includes a general partner and a limited partner.

    (17) "Partnership" means a general partnership under chapter 22 of this title, a predecessor law, or comparable law of another jurisdiction.

    (18) "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.

    (19) "Personal liability" means:

    (A) any liability for a debt, obligation, or other liability of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:

    (i) by the governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or

    (ii) by the organization's organizational documents under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization; or

    (B) an obligation of an interest holder under the organizational documents of an organization to contribute to the organization.

    (20) "Private organizational documents" means organizational documents or portions thereof that are not part of the organization's public record, if any, and includes:

    (A) the bylaws of a business corporation;

    (B) the bylaws of a nonprofit corporation;

    (C) the partnership agreement of a general partnership;

    (D) the partnership agreement of a limited partnership;

    (E) the operating agreement of a limited liability company;

    (F) the bylaws of a general cooperative association;

    (G) the bylaws of a limited cooperative association or mutual benefit enterprise;

    (H) the governing principles of an unincorporated nonprofit association; and

    (I) the trust instrument of a statutory trust or similar rules of a business trust or common-law business trust.

    (21) "Protected agreement" means:

    (A) an instrument or agreement evidencing indebtedness of an organization in effect on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier;

    (B) an agreement that is binding on an organization on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier;

    (C) the organizational documents of an organization in effect on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier; or

    (D) an agreement that is binding on any of the directors, officers, general partners, managers, or interest holders of an organization on July 1, 2016 or on the date the organization elects to become subject to this chapter, whichever is earlier.

    (22) "Public organizational documents" means the record of organizational documents required to be filed with the Secretary of State to form an organization, and any amendment to or restatement of that record, and includes:

    (A) the articles of incorporation of a business corporation;

    (B) the articles of incorporation of a nonprofit corporation;

    (C) the certificate of limited partnership of a limited partnership;

    (D) the certificate of organization of a limited liability company;

    (E) the articles of incorporation of a general cooperative association;

    (F) the articles of organization of a limited cooperative association or mutual benefit enterprise; and

    (G) the certificate of trust of a statutory trust or similar record of a business trust.

    (23) "Registered foreign organization" means a foreign organization that is registered to do business in this State pursuant to a record filed by the Secretary of State.

    (24) "Surviving organization" means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. (Added 2015, No. 17, § 2; amended 2015, No. 97 (Adj. Sess.), § 43; 2015, No. 157 (Adj. Sess.), § E.3.)