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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. § 11.16)
  • § 11.16. Effect of domestication

    (a) When a domestication takes effect:

    (1) The domesticated corporation is for all purposes the corporation that existed before the domestication.

    (2) The property owned by the domesticating corporation remains vested in the domesticated corporation.

    (3) The debts, obligations, and other liabilities of the domesticating corporation continue as debts, obligations, and other liabilities of the domesticated corporation.

    (4) An action or proceeding pending by or against a domesticating corporation continues as if the domestication had not occurred.

    (5) Except as prohibited by other law, the rights, privileges, immunities, powers, and purposes of the domesticating corporation remain vested in the domesticated corporation.

    (6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect.

    (7) Except as otherwise agreed, the domestication does not dissolve a domesticating corporation for the purposes of this chapter 11.

    (b)(1) A domesticated corporation that was a foreign corporation consents to the jurisdiction of the courts of this State to enforce a debt, obligation, or other liability the domesticating corporation owes, if, before the domestication, the domesticating corporation was subject to suit in this State on the debt, obligation, or other liability.

    (2) A domesticated corporation that was a foreign corporation and not authorized to transact business in this State appoints the Secretary of State as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subsection.

    (3) A person shall serve the Secretary of State under this subsection in the same manner, and the service has the same consequences, as in section 5.04 of this title.

    (c) A corporation that domesticates in a foreign jurisdiction shall deliver to the Secretary of State for filing a statement surrendering the corporation’s certificate of organization that includes:

    (1) the name of the corporation;

    (2) a statement that the articles of incorporation are surrendered in connection with the domestication of the company in a foreign jurisdiction;

    (3) a statement that the corporation approved the domestication as required by this title; and

    (4) the name of the relevant foreign jurisdiction. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)