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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online have been updated to include the actions of the 2023 session of the General Assembly.

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11A : Vermont Business Corporations

Chapter 011 : Conversion, Merger, Share Exchange, and Domestication

(Cite as: 11A V.S.A. § 11.06)
  • § 11.06. Statement of conversion; effective date of conversion

    (a) A converting organization shall sign a statement of conversion and deliver it to the Secretary of State for filing.

    (b) A statement of conversion shall contain:

    (1) the name, jurisdiction of formation, and type of organization prior to the conversion;

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

    (3) if the converting organization is a domestic organization, a statement that the organization approved the plan of conversion in accordance with the provisions of this chapter, or, if the converting organization is a foreign organization, a statement that the organization approved the conversion in accordance with its governing statute; and

    (4) the public organizational documents of the converted organization.

    (c) 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 comply with the law of this State.

    (e)(1) If a converted organization is a domestic corporation, its conversion takes effect when the statement of conversion takes effect.

    (2) If a converted organization is not a domestic corporation, its conversion takes effect on the later of:

    (A) the date and time provided by its governing statute; or

    (B) when the statement of conversion takes effect. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)