Vermont Statutes Title 11 Sec. 11-06
Terms Used In Vermont Statutes Title 11 Sec. 11-06
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means public benefit and mutual benefit corporation. See
- Domestic: when applied to a corporation, company, association, or copartnership shall mean organized under the laws of this State; "foreign" when so applied, shall mean organized under the laws of another state, government, or country. See
- Foreign corporation: means a corporation organized under a law other than the law of this State which would be a nonprofit corporation if formed under the laws of this State. See
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
§ 11.06. Merger with foreign corporation
(a) Except as provided in section 11.02 of this title, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:
(1) the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) the foreign corporation complies with section 11.04 of this title if it is the surviving corporation of the merger; and
(3) each domestic nonprofit corporation complies with the applicable provisions of sections 11.01 through 11.03 of this title and, if it is the surviving corporation of the merger, with section 11.04 of this title.
(b) Upon the merger taking effect, the surviving foreign business or foreign nonprofit corporation for which a certificate of authority has not been issued is deemed to have irrevocably appointed the Secretary of State as its agent for service of process in any proceeding brought against it. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 11-06
Terms Used In Vermont Statutes Title 11 Sec. 11-06
- Conversion: means a transaction authorized by sections 11. See
- Converted organization: means the converting organization as it continues in existence after a conversion. See
- Converting organization: means the domestic organization that approves a plan of conversion pursuant to section 11. See
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Domestic: when applied to a corporation, company, association, or copartnership shall mean organized under the laws of this State; "foreign" when so applied, shall mean organized under the laws of another state, government, or country. See
- domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title. See
- Domestic organization: means an organization whose internal affairs are governed by the law of this State. See
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Governing statute: means the statute that governs an organization's internal affairs. See
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Organization:
- Organizational documents: means the organizational documents for a domestic or foreign organization that create the organization, govern the internal affairs of the organization, and govern relations between or among its interest holders, including:
- 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:
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
- Statute: A law passed by a legislature.
§ 11.06. Statement of conversion; effective date of conversion
(a) A converting organization shall sign a statement of conversion and deliver it to the Secretary of State for filing.
(b) A statement of conversion shall contain:
(1) the name, jurisdiction of formation, and type of organization prior to the conversion;
(2) the name, jurisdiction of formation, and type of organization following the conversion;
(3) if the converting organization is a domestic organization, a statement that the organization approved the plan of conversion in accordance with the provisions of this chapter, or, if the converting organization is a foreign organization, a statement that the organization approved the conversion in accordance with its governing statute; and
(4) the public organizational documents of the converted organization.
(c) A statement of conversion may contain any other provision not prohibited by law.
(d) If the converted organization is a domestic organization, its public organizational documents, if any, shall comply with the law of this State.
(e)(1) If a converted organization is a domestic corporation, its conversion takes effect when the statement of conversion takes effect.
(2) If a converted organization is not a domestic corporation, its conversion takes effect on the later of:
(A) the date and time provided by its governing statute; or
(B) when the statement of conversion takes effect. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)