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Searching 2019-2020 Session

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. § 4143)
  • § 4143. Plan of conversion

    (a) A domestic limited liability company may convert to a different type of organization under section 4142 of this title, by approving a plan of conversion. The plan shall be in a record and contain:

    (1) the name of the converting limited liability company;

    (2) the name, jurisdiction of formation, and type of organization of the converted organization;

    (3) the manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;

    (4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State;

    (5) the full text of the private organizational documents of the converted organization which are proposed to be in a record;

    (6) the other terms and conditions of the conversion; and

    (7) any other provision required by the law of this State or the operating agreement of the converting limited liability company.

    (b) A domestic general partnership or a domestic limited partnership may convert into a domestic limited liability company by approving a plan of conversion setting forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.

    (c) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law. (Added 2015, No. 17, § 2.)