§4122. Designation of controlling foreign law

Link to law: http://legislature.vermont.gov/statutes/section/11/025/04122
Published: 2015

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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.)
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