§4141. Definitions

Link to law: http://legislature.vermont.gov/statutes/section/11/025/04141
Published: 2015

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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










 

§

4141. Definitions

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 authorized by sections by 4142

through 4147 of this title.

(4)

"Converted organization" means the converting organization as it

continues in existence after a conversion.

(5)

"Converting organization" means the domestic organization that

approves a plan of conversion pursuant to section 4144 of this title or the

foreign organization that approves a conversion pursuant to the law of its

jurisdiction of formation.

(6)

"Domestic," with respect to an organization, means an organization

governed as to its internal affairs by the law of this State.

(7)

"Domesticated company" means the company that exists after a

domesticating foreign limited liability company or limited liability company

effects a domestication pursuant to sections 4152 through 4155 of this title.

(8)

"Domesticating company" means the company that effects a

domestication pursuant to sections 4152 through 4155 of this title.

(9)

"General partner" means a partner in a partnership and a general

partner in a limited partnership.

(10)

"Governing statute" means the statute that governs an organization's

internal affairs.

(11)

"Interest holder" means:

(A) a

shareholder of a business corporation;

(B) a member of

a nonprofit corporation;

(C) a general

partner of a general partnership;

(D) a general

partner of a limited partnership;

(E) a limited

partner of a limited partnership;

(F) a member of

a limited liability company;

(G) a

shareholder of a general cooperative association;

(H) a member of

a limited cooperative association or mutual benefit enterprise;

(I) a member of

an unincorporated nonprofit association;

(J) a

beneficiary or beneficial owner of a statutory trust, business trust, or

common-law business trust; or

(K) any other

direct holder of an interest.

(12)

"Limited partner" means a limited partner in a limited partnership.

(13)

"Limited partnership" means a limited partnership created under

chapter 11 of this title, a predecessor law, or comparable law of another

jurisdiction.

(14)

"Organization":

(A) means any of

the following, whether a domestic or foreign organization, and regardless of

whether organized for profit:

(i) a business

corporation;

(ii) a nonprofit

corporation;

(iii) a general

partnership, including a limited liability partnership;

(iv) a limited

partnership, including a limited liability limited partnership;

(v) a limited

liability company;

(vi) a general

cooperative association;

(vii) a limited

cooperative association or mutual benefit enterprise;

(viii) an

unincorporated nonprofit association;

(ix) a statutory

trust, business trust, or common-law business trust; or

(x) any other

person that has:

(I) a legal

existence separate from any interest holder of that person; or

(II) the power

to acquire an interest in real property in its own name; and

(B) does not

include:

(i) an

individual;

(ii) a trust

with a predominantly donative purpose or a charitable trust;

(iii) an

association or relationship that is not an organization listed in subdivision

(A) of this subdivision (14) and is not a partnership under chapter 22 or 23 of

this title, or a similar provision of the law of another jurisdiction;

(iv) a

decedent's estate; or

(v) a government

or a governmental subdivision, agency, or instrumentality.

(15)

"Organizational documents" means, whether or not in a record, documents

governing the internal affairs of an organization that are binding on all its

interest holders, including:

(A) for a

domestic or foreign general partnership, its partnership agreement;

(B) for a

limited partnership or foreign limited partnership, its certificate of limited

partnership and partnership agreement;

(C) for a

domestic or foreign limited liability company, its certificate or articles of

organization and operating agreement, or comparable records as provided in its

governing statute;

(D) for a

business trust, its agreement of trust and declaration of trust;

(E) for a

domestic or foreign corporation for profit, its certificate or articles of

incorporation, bylaws, and other agreements among its shareholders which are

authorized by its governing statute, or comparable records as provided in its

governing statute; and

(F) for any

other organization, the basic records that create the organization and

determine its internal governance and the relations among the persons that own

it, have an interest in it, or are members of it.

(16)

"Partner" includes a general partner and a limited partner.

(17)

"Partnership" means a general partnership under chapter 9 of this

title, a predecessor law, or comparable law of another jurisdiction.

(18)

"Partnership agreement" means an agreement among the partners

concerning the partnership or limited partnership.

(19)

"Personal liability" means:

(A) any

liability for a debt, obligation, or other liability of an organization which

is imposed on a person that co-owns, has an interest in, or is a member of the

organization:

(i) by the

governing statute solely by reason of the person co-owning, having an interest

in, or being a member of the organization; or

(ii) by the

organization's organizational documents under a provision of the governing

statute authorizing those documents to make one or more specified persons

liable for all or specified debts, obligations, or other liabilities of the

organization solely by reason of the person or persons co-owning, having an

interest in, or being a member of the organization; or

(B) an

obligation of an interest holder under the organizational documents of an

organization to contribute to the organization.

(20)

"Private organizational documents" means organizational documents or

portions thereof that are not part of the organization's public record, if any,

and includes:

(A) the bylaws

of a business corporation;

(B) the bylaws

of a nonprofit corporation;

(C) the

partnership agreement of a general partnership;

(D) the

partnership agreement of a limited partnership;

(E) the

operating agreement of a limited liability company;

(F) the bylaws

of a general cooperative association;

(G) the bylaws

of a limited cooperative association or mutual benefit enterprise;

(H) the

governing principles of an unincorporated nonprofit association; and

(I) the trust

instrument of a statutory trust or similar rules of a business trust or

common-law business trust.

(21)

"Protected agreement" means:

(A) a record

evidencing indebtedness and any related agreement in effect on the effective

date set forth in section 4171 of this title;

(B) an agreement

that is binding on an organization on the effective date set forth in section

4171 of this title;

(C) the

organizational documents of an organization in effect on the effective date set

forth in section 4171 of this title; or

(D) an agreement

that is binding on any of the governors or interest holders of an organization

on the effective date set forth in section 4171 of this title.

(22)

"Public organizational documents" means the record of organizational

documents required to be filed with the Secretary of State to form an

organization, and any amendment to or restatement of that record, and includes:

(A) the articles

of incorporation of a business corporation;

(B) the articles

of incorporation of a nonprofit corporation;

(C) the

certificate of limited partnership of a limited partnership;

(D) the

certificate of organization of a limited liability company;

(E) the articles

of incorporation of a general cooperative association;

(F) the articles

of organization of a limited cooperative association or mutual benefit

enterprise; and

(G) the

certificate of trust of a statutory trust or similar record of a business

trust.

(23)

"Registered foreign organization" means a foreign organization that

is registered to do business in this State pursuant to a record filed by the

Secretary of State.

(24)

"Surviving organization" means an organization into which one or more

other organizations are merged whether the organization preexisted the merger

or was created by the merger. (Added 2015, No. 17, § 2.)
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