PocketLaw | Vermont Statutes | Limited Liability Companies

Limited Liability Companies

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Definitions

Knowledge and notice

Effect of operating agreement; nonwaivable provisions

Supplemental principles of law

Name

Reserved name

Designated office and agent

Change of designated office or agent for service of process

Resignation of agent for service of process

Service of process

Nature of business and powers; governing law

Fees

Limited liability company as legal entity

Organization

Articles of organization

Amendment or restatement of articles of organization

Signing of documents

Filing in Office of Secretary of State

Correcting filed document

Certificate of existence or authorization

Liability for false statement in filed document

Filing by judicial act

Limited liability company property

When property is limited liability company property

Annual report for Secretary of State

Involuntary termination

No agency power of member as member

Liability of members and managers

Becoming a member

Form of contribution

Member's liability for contributions

Management of limited liability company

Sharing of profits and losses and right to distributions

Limitations on distributions

Liability for unlawful distributions

Information rights

General standards of member's and manager's conduct

Reimbursement, indemnification, and insurance

Member's distributional interest

Transfer of distributional interest

Rights of transferee

Charging order

Power of estate of deceased member

Events causing member's dissociation

Member's power to dissociate; wrongful dissociation

Effect of member's dissociation

Events causing dissolution and winding up of company business

Limited liability company continues after dissolution

Right to wind up limited liability company's business

Member's or manager's power and liability as agent after dissolution

Articles of termination

Distribution of assets in winding up limited liability company's business

Known claims against dissolved limited liability company

Other claims against dissolved limited liability company

Enforcement of claims against dissolved limited liability company

Law governing foreign limited liability companies

Application for certificate of authority

Activities not constituting transacting business

Issuance of certificate of authority

Amended certificate of authority

Name of foreign limited liability company

Revocation of certificate of authority

Cancellation of authority

Effect of failure to obtain certificate of authority

Action by Attorney General

Election

Designation of controlling foreign law

Scope of designated foreign law

Jurisdiction

Direct action by member

Derivative action

Proper plaintiff

Pleading

Special litigation committee

Proceeds and expenses

Definitions

Conversion authorized

Plan of conversion

Approval of conversion

Amendment or abandonment of plan of conversion

Statement of conversion; effective date of conversion

Effect of conversion

Merger of entities

Action on plan of merger by constituent limited liability company

Filings required for merger; effective date

Effect of merger

Domestication

Action on plan of domestication by domesticating limited liability company

Filings required for domestication; effective date

Effect of domestication

Restrictions on approval of mergers, conversions, and domestications

Subchapter not exclusive

Election

Requirements

Failure to meet requirements

Definitions

Election

Authority; requirements

Multiple roles of members and managers

Consensus formation algorithms and governance processes

Scope of subchapter; other law