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: 11C V.S.A. § 1601)
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§ 1601. Definitions
In this article:
(1) “Constituent entity” means an entity that is a party to a merger.
(2) “Constituent mutual benefit enterprise” means a mutual benefit enterprise that is
a party to a merger.
(3) “Converted entity” means the organization into which a converting entity converts
pursuant to sections 1602 through 1605 of this title.
(4) “Converting entity” means an entity that converts into another entity pursuant to
sections 1602 through 1605 of this title.
(5) “Converting mutual benefit enterprise” means a converting entity that is a mutual
benefit enterprise.
(6) “Organizational documents” means articles of incorporation, bylaws, articles of organization,
operating agreements, partnership agreements, or other documents serving a similar
function in the creation and governance of an entity.
(7) “Personal liability” means personal liability for a debt, liability, or other obligation
of an entity imposed, by operation of law or otherwise, on a person that co-owns or
has an interest in the entity:
(A) by the entity’s organic law solely because of the person co-owning or having an interest
in the entity; or
(B) by the entity’s organizational documents under a provision of the entity’s organic
law authorizing those documents to make one or more specified persons liable for all
or specified parts of the entity’s debts, liabilities, and other obligations solely
because the person co-owns or has an interest in the entity.
(8) “Surviving entity” means an entity into which one or more other entities are merged,
whether the entity existed before the merger or is created by the merger. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)