The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 025 : Limited Liability Companies

Subchapter 012 : BLOCKCHAIN-BASED LIMITED LIABILITY COMPANIES

• § 4173. Authority; requirements

  Notwithstanding any provision of this chapter to the contrary:

  (1) A BBLLC may provide for its governance, in whole or in part, through blockchain technology.

  (2) The operating agreement for a BBLLC shall:

  (A) provide a summary description of the mission or purpose of the BBLLC;

  (B) specify whether the decentralized consensus ledger or database utilized or enabled by the BBLLC will be fully decentralized or partially decentralized and whether such ledger or database will be fully or partially public or private, including the extent of participants’ access to information and read and write permissions with respect to protocols;

  (C) adopt voting procedures, which may include smart contracts carried out on the blockchain technology, to address:

  (i) proposals from managers, members, or other groups of participants in the BBLLC for upgrades or modifications to software systems or protocols, or both;

  (ii) other proposed changes to the BBLLC operating agreement; or

  (iii) any other matter of governance or activities within the purpose of the BBLLC;

  (D) adopt protocols to respond to system security breaches or other unauthorized actions that affect the integrity of the blockchain technology utilized by the BBLLC;

  (E) provide how a person becomes a member of the BBLLC with an interest, which may be denominated in the form of units, shares of capital stock, or other forms of ownership or profit interests; and

  (F) specify the rights and obligations of each group of participants within the BBLLC, including which participants shall be entitled to the rights and obligations of members and managers. (Added 2017, No. 205 (Adj. Sess.), § 7.)