Skip to navigation Skip to content Skip to subnav
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. § 4146)
  • § 4146. Statement of conversion; effective date of conversion

    (a) A statement of conversion shall be signed by the converting organization and delivered to the Secretary of State for filing.

    (b) A statement of conversion shall contain:

    (1) the name, jurisdiction of formation, and type of organization of the converting organization;

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

    (3) if the converting organization is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this subchapter, or, if the converting organization is a foreign organization, a statement that the conversion was approved by the foreign organization in accordance with the law of its jurisdiction of formation;

    (4) if the converted organization is a domestic organization, its public organizational documents, as an attachment; and

    (5) if the converted organization is a foreign limited liability partnership, its certificate of authority to do business in the State, as an attachment.

    (c) In addition to the requirements of subsection (b) of this section, a statement of conversion may contain any other provision not prohibited by law.

    (d) If the converted organization is a domestic organization, its public organizational documents, if any, shall satisfy the requirements of the law of this State, except that the public organizational documents do not need to be signed.

    (e)(1) A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect.

    (2) If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.

    (f)(1) If the converted organization is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective.

    (2) In all other cases, the conversion becomes effective on the later of:

    (A) the date and time provided by the governing statute of the converted organization; or

    (B) when the statement is effective. (Added 2015, No. 17, § 2.)