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The Vermont Statutes Online
Title
11
:
Corporations, Partnerships and Associations
Chapter
025
:
LIMITED LIABILITY COMPANIES
Subchapter
008
:
FOREIGN LIMITED LIABILITY COMPANIES
§
4122. Designation of controlling foreign law
(a) A foreign
law limited liability company shall designate in its articles of organization
all the following:
(1) a specific
law or body of law of a foreign jurisdiction, either within or outside the
United States of America, that will control the internal governance affairs of
the company;
(2) the type of
organization that will control how the foreign law limited liability company is
treated under the foreign law and all matters that are required to be included
in the constituent filing for that type of organization under that foreign law;
(3) any
variations or limitations on the applicability of the foreign law and any
mechanisms for amending, rescinding, or limiting the designation in the future;
(4) the courts,
if any, that, in addition to the courts of the State of Vermont and the United
States, will have jurisdiction over disputes relating to the internal
governance affairs of the foreign law limited liability company; and
(5) a
designation of those classes of individuals or officers within the chosen legal
structure who shall have authority to act on behalf of the foreign law limited
liability company equivalent to the authority of managers under subsections
4054(b) and (c) of this title, and any limitations on or clarification of that
authority.
(b) Any bylaws,
agreements, or other statements of principles governing the internal governance
affairs of the foreign law limited liability company addressed in the
applicable foreign law but not required to be in the constituent filing shall
be set forth as part of, or in lieu of, the operating agreement required by
section 4003 of this title. The prohibitions on a waiver under subsection
4003(b) shall not apply to foreign law limited liability companies. (Added
2015, No. 17, § 2.)
