The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 010 : CONVERSION, MERGER, AND DOMESTICATION

• § 4152. Domestication

  (a) A foreign limited liability company may become a limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:

  (1) the foreign limited liability company’s governing statute authorizes the domestication;

  (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and

  (3) the foreign limited liability company complies with its governing statute in effecting the domestication.

  (b) A limited liability company may become a foreign limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if:

  (1) the foreign limited liability company’s governing statute authorizes the domestication;

  (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and

  (3) the foreign limited liability company complies with its governing statute in effecting the domestication.

  (c) A plan of domestication shall be in a record and shall include:

  (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute;

  (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute;

  (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and

  (4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. (Added 2015, No. 17, § 2.)