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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 016 : Records and Reports

Subchapter 001 : Records

(Cite as: 11A V.S.A. § 16.01)
  • § 16.01. Corporate powers

    (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and records of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

    (b) A corporation shall maintain appropriate accounting records.

    (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

    (d) A corporation shall maintain its records in written form or in another form, including electronic form, capable of conversion into written form within a reasonable time.

    (e) A corporation shall keep a copy of the following records at its principal office (or, if none in this State, then the registered office):

    (1) its articles or restated articles of incorporation and all amendments to them currently in effect;

    (2) its bylaws or restated bylaws and all amendments to them currently in effect;

    (3) resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;

    (4) the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting;

    (5) all written or electronic communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 16.20 of this title;

    (6) a list of the names and business addresses of its current directors and officers; and

    (7) its most recent annual report delivered to the Secretary of State under section 16.22 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 100, eff. June 6, 2008.)