§3291. Statement of qualification

Link to law: http://legislature.vermont.gov/statutes/section/11/022/03291
Published: 2015

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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.)
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