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Searching 2023-2024 Session

The Vermont Statutes Online

 

Title 11A : Vermont Business Corporations

Chapter 011 : CONVERSION, MERGER, SHARE EXCHANGE, AND DOMESTICATION

(Cite as: 11A V.S.A. § 11.15)
  • § 11.15. Filing required for domestication; effective date

    (a) A domesticating corporation that approves a plan of domestication shall deliver to the Secretary of State for filing articles of domestication that include:

    (1) a statement, as the case may be, that the corporation was domesticated from or into another jurisdiction;

    (2) the name of the corporation and the jurisdiction of its governing statute prior to the domestication;

    (3) the name of the corporation and the jurisdiction of its governing statute following domestication;

    (4) the date the domestication takes effect under the governing statute of the domesticated company; and

    (5) a statement that the corporation approved the domestication as required by the governing statute of the jurisdiction to which it is domesticating.

    (b) When a domesticating corporation delivers articles of domestication to the Secretary of State pursuant to subsection (a) of this section, it shall include:

    (1) if the domesticating corporation will be a domestic corporation, articles of incorporation pursuant to section 2.02 of this title;

    (2) if the domesticating corporation will be a foreign corporation authorized to transact business in this State, an application for a certificate of authority pursuant to section 15.03 of this title; or

    (3) if the domesticating corporation will be a foreign corporation that is not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title.

    (c) A domestication takes effect:

    (1) when the articles of domestication of the domesticating corporation take effect, if the corporation is domesticating to this State; and

    (2) according to the governing statute of jurisdiction to which the corporation is domesticating. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)