The Vermont Statutes Online
The Statutes below include the actions of the 2025 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.
(Cite as: 11A V.S.A. § 20.02)
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§ 20.02. Close corporation defined
A close corporation is a corporation organized under this chapter whose articles of
incorporation:
(1) Include the following statement: “This corporation is a close corporation”.
(2) Contain the provisions required by subsection 2.02(a) of this title.
(3) Provide that all of the corporation’s issued and outstanding stock of all classes
shall be held of record by not more than a specified number of persons, not exceeding
35. The method of counting the permitted number of holders of record of the stock
of a close corporation shall be that provided in section 1.42 of this title.
(4) Provide that each certificate for shares shall conspicuously note the fact that the
corporation is a close corporation.
(5) Provide that each certificate for shares shall conspicuously note the following provisions
or state that the following provisions exist and that the corporation will furnish
to any shareholder upon request and without charge, a full statement of such provisions:
(A) provisions, if any, set forth in the articles of incorporation and imposing restrictions
on the transfer of shares;
(B) provisions, if any, set forth in the articles of incorporation and permitting dissolution
of the corporation upon the occurrence of a specified event or contingency pursuant
to section 20.13 of this title;
(C) provisions, if any, set forth in the articles of incorporation and permitting the
shareholders to limit the powers of the board of directors or to manage the corporation
without a board of directors pursuant to section 20.08 or 20.09 of this title.
(6) Provide that the corporation shall make no offering of any of its shares of any class
which would constitute a “public offering” within the meaning of the U.S. Securities
Act of 1933 (15 U.S.C. § 77 et seq.).
(7) Provide that all of the corporation’s issued and outstanding shares of all classes
shall be represented by certificates and shall conform in form and content to the
requirements of section 6.25 of this title. (Added 1993, No. 85, § 2, eff. 1, 1994.)