Print
The Vermont Statutes Online
Title
11
:
Corporations, Partnerships and Associations
Chapter
022
:
PARTNERSHIPS
Subchapter
010
:
LIMITED LIABILITY PARTNERSHIP
§
3291. Statement of qualification
(a)(1) Any
lawful partnership may become a limited liability partnership pursuant to this
section.
(2) A limited
liability partnership or a foreign limited liability partnership engaging in a
business subject to any other provisions of law of this state governing or
regulating business may be formed or authorized to transact business under this
chapter only if permitted by, and subject to all limitations of, the other
statute. The following shall not be formed or authorized to transact business
under this chapter:
(A) credit
unions regulated under Title 8.
(B) insurance
companies regulated under Title 8.
(C) railroad
companies regulated under Title 19.
(b) The terms
and conditions on which a partnership becomes a limited liability partnership
must be approved by the vote necessary to amend the partnership agreement
except, in the case of a partnership agreement that expressly considers
obligations to contribute to the partnership, the vote necessary to amend those
provisions.
(c) After the
approval required by subsection (b) of this section, a partnership may only
become a limited liability partnership by filing a statement of qualification.
The statement must contain:
(1) the name of
the partnership;
(2) the location
of the principal place of business in this state;
(3) if the
partnership does not have a principal place of business in this state, the name
and street address of the partnership's agent for service of process;
(4) a statement
that the partnership elects to be a limited liability partnership; and
(5) a deferred
effective date, if any.
(d) The agent of
a limited liability partnership for service of process must be an individual
who is a resident of this state or other person authorized to do business in
this state.
(e) The status
of a partnership as a limited liability partnership is effective on the later
of the filing of the statement or a date specified in the statement. The status
remains effective, regardless of changes in the partnership, until it is canceled
pursuant to subsection 3205(d) of this title or revoked pursuant to section
3293 of this title.
(f) The status
of a partnership as a limited liability partnership and the liability of its
partners is not affected by errors or later changes in the information required
to be contained in the statement of qualification under subsection (c) of this
section.
(g) The filing
of a statement of qualification establishes that a partnership has satisfied
all conditions precedent to the qualification of the partnership as a limited
liability partnership.
(h) An amendment
or cancellation of a statement of qualification is effective when it is filed
or on a deferred effective date specified in the amendment or cancellation.
(Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 1999, No.
153 (Adj. Sess.), § 24, eff. Jan. 1, 2001.)
