Title 11, Title 11: Corporations, Partnerships and Associations

§ 274. Attachment and sale of stock Shares of the capital stock in a private corporation may be attached by actually seizing the certificate, or certificates, or by leaving a copy of the attachment with the clerk of such corporation, and such attachment shall be valid except as t…

§ 42. Specific purposes Subject to the provisions of this title, one or more persons may form a private corporation for the specific purposes and in the manner following: (1) To operate a regional clearinghouse and a cooperative loan plan, commonly called a central fund, or eithe…

§ 441. Corporation to produce books on notice (a) A corporation doing business within this State, whether organized under the laws of this or any other state or country, when notice therefor is served upon it according to the provisions of section 442 of this title, shall produce…

§ 442. Notice for production Such notice to produce shall issue from the court, magistrate, tribunal, or commission before which the production is required. The notice shall describe in a general way what is required to be produced, and shall state the time when and place where t…

§ 443. Contempt When such corporation, without reasonable cause, neglects or refuses to comply with the requirement of such notice, it may be punished as for contempt by the court having jurisdiction in the premises to punish for contempt. Execution may issue for the collection o…

§ 444. Injunction and receivership Upon petition therefor made by the State’s Attorney of the county in which such judgment for contempt is rendered, or by the Attorney General, the Superior Court may enjoin a corporation which has been adjudged in contempt under section 443 of t…

§ 50. Reorganization of corporations formed prior to 1915 If the Secretary of State receives articles of association of a corporation to be formed under this chapter for the purpose of acquiring the assets and continuing the business of a corporation formed by special act or unde…

§ 561. Prohibited acts No corporation which is a “private foundation” as defined in section 509(a) of the Internal Revenue Code of 1986, shall: (1) engage in any act of “self-dealing” (as defined in section 4941(d) of the Internal Revenue Code of 1986), which would give rise to a…

§ 562. Distributions required Each corporation which is a “private foundation” as defined in section 509 of the Internal Revenue Code of 1986 shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid …

§ 563. Conformity with articles of association The provisions of sections 561 and 562 of this title shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of orga…

§ 564. Powers of Attorney General Nothing in this act shall impair the rights and powers of the courts or the Attorney General of this State with respect to any corporation. (1971, No. 112, § 4.)

§ 565. Trusts In the administration of any trust which is a “private foundation,” as defined in section 509 of the Internal Revenue Code of 1986, a “charitable trust,” as defined in section 4947(a)(1) of the Internal Revenue Code of 1986, or a “split-interest trust” as defined in…

§ 566. Distribution required In the administration of any trust which is a “private foundation” as defined in section 509 of the Internal Revenue Code of 1986, or which is a “charitable trust” as defined in section 4947(a)(1) of the Internal Revenue Code of 1986, there shall be d…

§ 567. Effect of trust instrument The provisions of sections 565 and 566 of this title shall not apply to any trust to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the instrument governing such trust and…

§ 568. Future federal amendments All references to sections of the Internal Revenue Code of 1986 shall include future amendments to such sections and corresponding provisions of future internal revenue laws. (1971, No. 112, § 8.)

§ 801. Definitions As used herein, unless the context clearly indicates that a different meaning is intended: (1) “Professional corporation” means a corporation organized under this chapter. (2) “Professional service” means any type of personal service rendered to the public whic…

§ 802. Articles of association One or more individuals, each of whom is licensed to render a professional service, may incorporate a professional corporation by filing articles of association with the Secretary of State. The articles of association shall meet the requirements of …

§ 803. Applicability of general corporation law The general corporation law under chapters 1 and 17 of this title shall be applicable to professional corporations and they shall enjoy the powers and privileges and be subject to the duties, restrictions, and liabilities of other c…

§ 804. Purpose for which incorporated A professional corporation may be organized pursuant to the provisions of this chapter only for the purpose of rendering one specific type of professional service and services ancillary thereto and shall not engage in any other business than …

§ 805. Issuance and transfer of shares A professional corporation may issue the shares of its capital stock only to persons who are duly licensed to render the same specific professional service as those for which the corporation was organized. A shareholder may voluntarily trans…

§ 806. Officers, directors and shareholders No person may be an officer, director, or shareholder of a professional corporation who is not duly licensed to render the same specific professional services as those for which the corporation was organized. No person may be simultaneo…

§ 807. Professional services through officers, employees, agents A professional corporation may render professional services only through its officers, employees, and agents, who are duly licensed to render such professional services. However, this provision shall not be interpre…

§ 808. Professional relationship and liability This chapter does not alter the law involving liability of any person employed by the corporation arising out of professional services, and including the confidential relationship between the person rendering the professional service…

§ 809. Professional regulation Nothing in this chapter shall restrict or limit in any manner the authority and duty of the regulating boards for the licensing of individual persons rendering professional services or the practice of the profession which is within the jurisdiction …

§ 810. Prohibited acts No professional corporation may do any act which is prohibited to be done by individual persons licensed to practice the profession which the professional corporation is organized to render. (1963, No. 218, § 11, eff. July 3, 1963.)

§ 811. Death or disqualification of shareholders The articles of association may provide for the purchase or redemption of the shares of any shareholder upon the death or disqualification of such shareholder, or the same may be provided in the bylaws or by private agreement. In t…

§ 812. Certificates The regulating boards of the respective professions described herein are hereby authorized and directed to issue the certificates required by subdivision 802(3) of this title. Such certificates shall be on forms prescribed and furnished by the Secretary of Sta…

§ 813. Statutory policy This chapter shall be so construed as to effectuate its general purpose of making available to professional persons the benefits of the corporate form for the business aspects of their practices, while preserving the established professional aspects of the…

§ 815. Short title This chapter shall be known and may be cited as the Vermont Professional Corporation Act. (Added 2001, No. 77 (Adj. Sess.), § 1.)

§ 816. Application of Vermont Business Corporation Act Title 11A applies to professional corporations, both domestic and foreign, to the extent not inconsistent with the provisions of this chapter. (Added 2001, No. 77 (Adj. Sess.), § 1.)

§ 817. Definitions In this chapter: (1) “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this chapter to be issued shares by a professional corporation. (2) “Domestic professional corporation” means a professional corporation …

§ 820. Election of professional corporation status (a) One or more persons may incorporate a professional corporation by delivering to the Secretary of State for filing articles of incorporation that state: (1) it is a professional corporation; and (2) its purpose is to render th…

§ 821. Purposes (a) Except to the extent authorized by subsection (b) of this section, a corporation may elect professional corporation status under section 820 of this title, solely for the purpose of rendering professional services (including services ancillary to them) and sol…

§ 822. General powers (a) Except as provided in subsection (b) of this section, a professional corporation has the powers enumerated in 11A V.S.A. § 3.02. (b) A professional corporation may be a promoter, general partner, member, associate, or manager of a partnership, joint vent…

§ 823. Rendering professional services (a) A domestic or foreign corporation may render professional services in this State through individuals licensed or otherwise authorized in this State to render the services. (b) Subsection (a) of this section does not: (1) require an indiv…

§ 824. Prohibited activities (a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its articles of incorporation. (b) Subsection (a) of this section does not prohibit a profe…

§ 825. Corporate name (a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this State, in addition to satisfying the requirements of 11A V.S.A. §§ 4.01 and 15.06: (1) must contain the words “professional …

§ 830. Issuance of shares (a) Except as provided in section 881 of this title, a professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) individuals who are authorized by law to render a professional service described in…

§ 831. Notice of professional corporation status on shares (a) The following statement must appear conspicuously on each share certificate issued by a professional corporation: “The transfer of shares of a professional corporation is restricted by the Vermont Professional Corpora…

§ 832. Share transfer restriction (a) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options for the purchase of shares of the corporation only to individuals, and general partnerships qualified under section 830 of thi…

§ 833. Compulsory acquisition of shares after death or disqualification of shareholder (a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of …

§ 834. Acquisition procedure (a) If shares must be acquired under section 833 of this title, the professional corporation shall deliver a written notice to the executor or administrator of the estate of its deceased shareholder, or to the disqualified person or transferee, offeri…

§ 835. Court action to appraise shares (a) If the disqualified person or the executor or administrator of the estate of a deceased shareholder does not accept the professional corporation’s offer under subsection 834(b) of this title within the 30-day period, the disqualified per…

§ 836. Court costs and fees of experts (a) The court, in an appraisal proceeding commenced under section 835 of this title, shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the c…

§ 837. Cancellation of disqualified shares If the shares of a disqualified person or the estate of a deceased shareholder are not acquired under section 834 or 835 of this title within 10 months after the death of the shareholder or within five months after the disqualification o…

§ 840. Directors and officers Not fewer than one-half of the directors of a professional corporation and all of its officers, except the secretary and treasurer (if any), must be qualified persons with respect to the corporation, except as provided in section 881 of this title. (…