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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.)
