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. § 20.13)
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§ 20.13. Shareholders’ option to dissolve corporation
(a) The articles of incorporation of any close corporation may include a provision granting
to any shareholder, or to the holders of any specified number or percentage of shares
of any class, an option to have the corporation dissolved upon the occurrence of any
specified event or contingency. Whenever any such option to dissolve is exercised,
the shareholders exercising such option shall give written notice thereto to all other
shareholders. After the expiration of 30 days following the sending of such notice,
the dissolution of the corporation shall proceed as if the required number of shareholders
having voting power had consented in writing to dissolution of the corporation.
(b) If the articles of incorporation as originally filed do not contain a provision authorized
by subsection (a) of this section, the articles of incorporation may be amended to
include such provision if adopted by the affirmative vote of the holders of record
of all the outstanding shares of each class of the corporation.
(c) Every share certificate representing shares issued by a close corporation whose articles
of incorporation authorize dissolution as permitted by this section shall conspicuously
note on the face or back thereof the existence of the provision. Unless noted conspicuously
on the face or back of the share certificate, the provision shall be ineffective.
(d) Dissolution of a close corporation pursuant to section 14.02 of this title shall require the affirmative vote of the holders of at least two-thirds of the outstanding
shares of each voting group, and the affirmative vote of the holders of at least two-thirds
of the total outstanding shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)