The Vermont Statutes Online

Title 11A : Vermont Business Corporations

Chapter 014 : Dissolution

Subchapter 001 : Voluntary Dissolution

• § 14.08. Payment and distribution to claimants and shareholders

  (a)(1) A dissolved corporation or successor entity which has followed the procedures described in sections 14.06 and 14.07 of this title:

  (A) shall pay the claims made and not barred or rejected in accordance with subsections 14.06(c) and 14.07(c) of this title;

  (B) shall post the security offered and not rejected pursuant to subsection 14.07(d) of this title;

  (C) shall post any security ordered by the Superior Court in any proceeding under subsection 14.07(e) of this title; and

  (D) shall pay or make provision for all other obligations of the corporation or such successor entity.

  (2) Such claims or obligations shall be paid in full and any such provision for payment shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the shareholders of the dissolved corporation; provided, however, that such distribution shall not be made before the expiration of 90 days from the date of the last notice of rejection given pursuant to subdivision 14.07(b)(2) of this title (if any such notice is provided). In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of such successor entity as to the provision made for the payment of all obligations under subdivision (4) of this subsection shall be conclusive.

  (b) A dissolved corporation or successor entity which has not followed the procedures described in sections 14.06 and 14.07 of this title shall pay or make reasonable provisions to pay all claims and obligations, including all contingent, conditional, or unmatured claims known to the corporation or such successor entity and all claims which are known to the dissolved corporation or such successor entity but for which the identity of the claimant is unknown. Such claims shall be paid in full and any such provisions for payment shall be made in full if there are sufficient funds. If there are insufficient funds, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of funds legally available therefor. Any remaining funds shall be distributed to the shareholders of the dissolved corporation.

  (c) Directors of a dissolved corporation or governing persons of a successor entity which has complied with subsection (a) or (b) of this section shall not be personally liable to the claimants of the dissolved corporation.

  (d) As used in this section, the term “successor entity” has the meaning set forth in subsection 14.07(g) of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)