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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.

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 011 : Conversion, Merger, Share Exchange, and Domestication

(Cite as: 11A V.S.A. § 11.03)
  • § 11.03. Plan of conversion

    (a) A domestic corporation may convert to a different type of organization under section 11.02 of this title by approving a plan of conversion, and a domestic organization, other than a corporation, may convert into a domestic corporation by approving a plan of conversion. The plan shall be in a record and shall contain:

    (1) the name of the converting corporation or organization;

    (2) the name, jurisdiction of formation, and type of organization of the converted organization;

    (3) the manner and basis for converting an interest holder’s interest in the converting organization into any combination of an interest in the converted organization and other consideration;

    (4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State;

    (5) the full text of the private organizational documents of the converted organization that are proposed to be in a record;

    (6) the other terms and conditions of the conversion; and

    (7) any other provision required by the law of this State or the organizational documents of the converting corporation.

    (b) A plan of conversion may contain any other provision not prohibited by law. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)