The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 010 : Conversion, Merger, and Domestication

• § 4147. Effect of conversion

  (a) When a conversion becomes effective:

  (1) the converted organization is:

  (A) organized under and subject to the governing statute of the converted organization; and

  (B) the same organization without interruption as the converting organization;

  (2) all property of the converting organization continues to be vested in the converted organization without transfer, reversion, or impairment;

  (3) all debts, obligations, and other liabilities of the converting organization continue as debts, obligations, and other liabilities of the converted organization;

  (4) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting organization remain in the converted organization;

  (5) the name of the converted organization may be substituted for the name of the converting organization in any pending action or proceeding;

  (6) the certificate of organization of the converted organization becomes effective;

  (7) the provisions of the operating agreement of the converted organization which are to be in a record, if any, approved as part of the plan of conversion become effective; and

  (8) the interests in the converting organization are converted, and the interest holders of the converting organization are entitled only to the rights provided to them under the plan of conversion.

  (b) Except as otherwise provided in the operating agreement of a domestic converting limited liability company, the conversion does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the converting organization.

  (c) When a conversion becomes effective, a person that did not have personal liability with respect to the converting organization and becomes subject to personal liability with respect to a domestic organization as a result of the conversion has personal liability only to the extent provided by the governing statute of the organization and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.

  (d) When a conversion becomes effective, the personal liability of a person that ceases to hold an interest in a domestic converting limited liability company with respect to which the person had personal liability is subject to the following rules:

  (1) the conversion does not discharge any personal liability under this title to the extent the personal liability was incurred before the conversion became effective;

  (2) the person does not have personal liability under this title for any debt, obligation, or other liability that arises after the conversion becomes effective;

  (3) this title continues to apply to the release, collection, or discharge of any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred; and

  (4) the person has whatever rights of contribution from any other person as are provided by this title, law other than this title, or the organizational documents of the converting organization with respect to any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.

  (e) When a conversion becomes effective, a foreign organization that is the converted organization may be served with process in this State for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 4010 of this title.

  (f) If the converting organization is a registered foreign organization, its registration to do business in this State is canceled when the conversion becomes effective.

  (g) A conversion does not require the organization to wind up its affairs and does not constitute or cause the dissolution of the organization. (Added 2015, No. 17, § 2.)