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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. § 4156)
  • § 4156. Restrictions on approval of mergers, conversions, and domestications

    (a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:

    (1) the company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and

    (2) the member has consented to the provision of the operating agreement.

    (b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. (Added 2015, No. 17, § 2.)