Title 11, Title 11: Corporations, Partnerships and Associations

§ 4109. Enforcement of claims against dissolved limited liability company A claim not barred under section 4108 of this title may be enforced against the dissolved limited liability company: (1) to the extent of its undistributed assets, including any insurance assets held by the…

§ 4111. Law governing foreign limited liability companies (a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of a member as a member, and a manager as a manage…

§ 4112. Application for certificate of authority (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application shall set forth: (1) the name of…

§ 4113. Activities not constituting transacting business (a) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) Except as provided in subsection (c) of this section, “doing busin…

§ 4114. Issuance of certificate of authority If the Secretary of State determines that an application for a certificate of authority complies as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the appl…

§ 4115. Amended certificate of authority (a) A foreign limited liability company authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it: (1) changes its name; and (2) changes the state or country under whos…

§ 4116. Name of foreign limited liability company (a)(1) A foreign limited liability company whose name does not comply with section 4005 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate n…

§ 4117. Revocation of certificate of authority (a) The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State in the manner provided in subsections (b) and (c) of this section if: (1) the company does not…

§ 4118. Cancellation of authority A foreign limited liability company may cancel its authority to transact business in this State by filing a certificate of cancellation with the Secretary of State. Cancellation does not terminate the authority of the Secretary of State to accept…

§ 4119. Effect of failure to obtain certificate of authority (a)(1) A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certi…

§ 4120. Action by Attorney General The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed under section 4119 of this title and to restrain a foreign limited liability company from transacting business in this State…

§ 4121. Election A limited liability company formed under this chapter may elect to be a foreign law limited liability company by complying with all the following: (1) designating itself as a foreign law limited liability company in its articles of organization filed pursuant to …

§ 4122. Designation of controlling foreign law (a) A foreign law limited liability company shall designate in its articles of organization all the following: (1) a specific law or body of law of a foreign jurisdiction, either within or outside the United States of America, that w…

§ 4123. Scope of designated foreign law (a) In any disputes over the internal governance affairs of a foreign law limited liability company, the designated foreign law or body of law shall be applied by any court having jurisdiction over the parties as the binding authority gover…

§ 4124. Jurisdiction (a) Vermont and other courts designated pursuant to section 4122 of this title shall have jurisdiction over all disputes relating to the internal governance affairs of a foreign law limited liability company. (b) In adjudicating any dispute relating to the in…

§ 4131. Direct action by member (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and protect the member’s interests, including rights and interes…

§ 4132. Derivative action A member may maintain a derivative action to enforce a right of a limited liability company if: (1) the member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability…

§ 4133. Proper plaintiff A derivative action under section 4132 of this title may be maintained only by a person that is a member of the company at the time the action is commenced, and: (1) was a member when the conduct giving rise to the action occurred; or (2) whose status as …

§ 4134. Pleading In a derivative action, the complaint shall state with particularity: (1) the date and content of plaintiff’s demand and the response to the demand by the other members or the managers; or (2) why the demand should be excused as futile. (Added 2015, No. 17, § 2.)…

§ 4135. Special litigation committee (a)(1) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action…

§ 4136. Proceeds and expenses (a) Except as otherwise provided in subsection (b) of this section: (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) i…

§ 4141. Definitions As used in this subchapter: (1) “Constituent limited liability company” means a constituent organization that is a limited liability company. (2) “Constituent organization” means an organization that is party to a merger. (3) “Conversion” means a transaction a…

§ 4142. Conversion authorized (a) By complying with sections 4143 through 4146 of this title, a domestic limited liability company may become a domestic organization that is a different type of organization. (b) By complying with sections 4143 through 4146 of this title, a domest…

§ 4143. Plan of conversion (a) A domestic limited liability company may convert to a different type of organization under section 4142 of this title, by approving a plan of conversion. The plan shall be in a record and contain: (1) the name of the converting limited liability com…

§ 4144. Approval of conversion (a) For any conversion of a limited liability company into another type of organization, a plan of conversion is not effective unless it has been approved: (1) by a domestic converting limited liability company, in accordance with the organizational…

§ 4145. Amendment or abandonment of plan of conversion (a) A plan of conversion of a domestic converting limited liability company may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by it…

§ 4146. Statement of conversion; effective date of conversion (a) A statement of conversion shall be signed by the converting organization and delivered to the Secretary of State for filing. (b) A statement of conversion shall contain: (1) the name, jurisdiction of formation, and…

§ 4147. Effect of conversion (a) When a conversion becomes effective: (1) the converted organization is: (A) organized under and subject to the governing statute of the converted organization; and (B) the same organization without interruption as the converting organization; (2) …

§ 4148. Merger of entities (a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 4149 through 4151 of this title, and a plan of merger, if: (1) the governing statute of each of the other organizations authori…

§ 4149. Action on plan of merger by constituent limited liability company (a) Subject to section 4156 of this title, a plan of merger shall be approved in accordance with the organizational documents of the constituent limited liability company, or, in the absence of a provision …

§ 4150. Filings required for merger; effective date (a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1) each constituent limited liability company, as provided in subsection 4025(a) of this title; and (2) each other …

§ 4151. Effect of merger (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each const…

§ 4152. Domestication (a) A foreign limited liability company may become a limited liability company pursuant to this section, sections 4153 through 4155 of this title, and a plan of domestication, if: (1) the foreign limited liability company’s governing statute authorizes the d…

§ 4153. Action on plan of domestication by domesticating limited liability company (a) A plan of domestication shall be consented to: (1) by all the members, subject to section 4156 of this title, if the domesticating company is a limited liability company; and (2) as provided in…

§ 4154. Filings required for domestication; effective date (a) After a plan of domestication is approved, a domesticating company shall deliver to the Secretary of State for filing articles of domestication, which shall include: (1) a statement, as the case may be, that the compa…

§ 4155. Effect of domestication (a) When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts…

§ 4156. Restrictions on approval of mergers, conversions, and domestications (a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or ame…

§ 4157. Subchapter not exclusive This subchapter does not preclude an organization from being converted, merged, or domesticated under law other than this title. (Added 2015, No. 17, § 2.)

§ 4161. Election A limited liability company organized pursuant to this title may elect to be a low-profit limited liability company if and for so long at it satisfies the requirements of section 4162 of this title. (Added 2015, No. 17, § 2.)

§ 4162. Requirements A limited liability company shall be organized for a business purpose that satisfies, and shall at all times be operated to satisfy, each of the following requirements: (1) The company: (A) significantly furthers the accomplishment of one or more charitable o…

§ 4163. Failure to meet requirements (a) A limited liability company that elects to be an L3C and subsequently fails to satisfy any one of the requirements set forth in section 4162 of this title shall immediately cease to be a low-profit limited liability company, but by continu…

§ 4171. Definitions As used in this section: (1) “Blockchain technology” has the same meaning as in 12 V.S.A. § 1913. (2) “Participant” means: (A) each person that has a partial or complete copy of the decentralized consensus ledger or database utilized by the blockchain technolo…

§ 4172. Election A limited liability company organized pursuant to this title for the purpose of operating a business that utilizes blockchain technology for a material portion of its business activities may elect to be a blockchain-based limited liability company (BBLLC) by: (1)…

§ 4173. Authority; requirements Notwithstanding any provision of this chapter to the contrary: (1) A BBLLC may provide for its governance, in whole or in part, through blockchain technology. (2) The operating agreement for a BBLLC shall: (A) provide a summary description of the m…

§ 4174. Multiple roles of members and managers (a) A member or manager of a BBLLC may interact with the BBLLC in multiple roles, including as a member, manager, developer, node, miner, or other participant in the BBLLC, or as a trader and holder of the currency in its own account…

§ 4175. Consensus formation algorithms and governance processes In its governance, a BBLLC may: (1) adopt any reasonable algorithmic means for accomplishing the consensus process for validating records, as well as requirements, processes, and procedures for conducting operations,…