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. § 11.14)-
§ 11.14. Action on plan of domestication
(a) A domesticating corporation shall approve a plan of domestication as follows:
(1) if the domesticating corporation is a domestic corporation, in accordance with this chapter and the corporation’s organizational documents; provided that:
(A) if its organizational documents do not specify the vote needed to approve domestication, then by the same vote required for a merger under its organizational documents; or
(B) if its organizational documents do not specify the vote required for a merger, then by the number or percentage of shareholders required to approve a merger under this chapter;
(2) if the domesticating corporation is a foreign corporation, as provided in its organizational documents and governing statute.
(b) Subject to any contractual rights, after a domesticating corporation approves a domestication and before it delivers articles of domestication to the Secretary of State for filing, the domesticating corporation may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited by the plan, in the same manner it approved the plan. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)
