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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

025

:
LIMITED LIABILITY COMPANIES






Subchapter

010
:
CONVERSION, MERGER, AND DOMESTICATION










 

§

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 type of organization of the converting organization;

(2) the name,

jurisdiction of formation, and type of organization of the converted

organization;

(3) if the

converting organization is a domestic limited liability company, a statement

that the plan of conversion was approved in accordance with this subchapter,

or, if the converting organization is a foreign organization, a statement that

the conversion was approved by the foreign organization in accordance with the

law of its jurisdiction of formation;

(4) if the

converted organization is a domestic organization, its public organizational

documents, as an attachment; and

(5) if the

converted organization is a foreign limited liability partnership, its

certificate of authority to do business in the State, as an attachment.

(c) In addition

to the requirements of subsection (b) of this section, a statement of

conversion may contain any other provision not prohibited by law.

(d) If the

converted organization is a domestic organization, its public organizational

documents, if any, shall satisfy the requirements of the law of this State,

except that the public organizational documents do not need to be signed.

(e)(1) A plan of

conversion that is signed by a domestic converting limited liability company

and meets all the requirements of subsection (b) of this section may be

delivered to the Secretary of State for filing instead of a statement of

conversion and on filing has the same effect.

(2) If a plan of

conversion is filed as provided in this subsection, references in this

subchapter to a statement of conversion refer to the plan of conversion filed

under this subsection.

(f)(1) If the

converted organization is a domestic limited liability company, the conversion

becomes effective when the statement of conversion is effective.

(2) In all other

cases, the conversion becomes effective on the later of:

(A) the date and

time provided by the governing statute of the converted organization; or

(B) when the

statement is effective. (Added 2015, No. 17, § 2.)