Vermont Statutes Title 11 Sec. 4081
Terms Used In Vermont Statutes Title 11 Sec. 4081
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. 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.
- Dissociation: means a complete termination of a member's continued membership in a limited liability company for any reason. See
- Dissolution: means an event under section 4101 of this title which requires a limited liability company to wind up its affairs and to terminate its existence as a legal entity. See
- Distribution: means a transfer of money or property from a limited liability company to a member in the member's capacity as a member or to a transferee of the member's distributional interest. See
- Distributional interest: means the right of a member or transferee to receive a distribution from a limited liability company. See
- Entity: means a person other than an individual. See
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- 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.
- Member: means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title. See
- Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See
- Operating agreement: means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement. See
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: shall include any natural person, corporation, municipality, the State of Vermont or any department, agency, or subdivision of the State, and any partnership, unincorporated association, or other legal entity. See
- Transfer: includes an assignment, a conveyance, a sale, a lease, an encumbrance, including a mortgage or security interest, a gift, and a transfer by operation of law. See
- Trustee: A person or institution holding and administering property in trust.
§ 4081. Events causing member‘s dissociation
A person is dissociated from a limited liability company upon the occurrence of any of the following events:
(1) the company’s having notice of the member’s express will to withdraw upon the date of notice or, if a later withdrawal date is specified by the member, on the later date;
(2) an event agreed to in the operating agreement as causing the member’s dissociation;
(3) the member’s expulsion pursuant to the operating agreement;
(4) the member’s expulsion by unanimous vote of the other members if:
(A) it is unlawful to carry on the company’s business with the person as a member;
(B) there has been a transfer of substantially all of the member’s distributional interest, other than a transfer for security purposes, or a court order charging the member’s distributional interest, which has not been foreclosed;
(C) a corporation that is a member fails to obtain a revocation of its certificate of dissolution or a reinstatement of its charter or its right to conduct business within 90 days after the company notifies such member that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation; or
(D) a partnership or a limited liability company that is a member has been dissolved and its business is being wound up;
(5) on application by the company or another member, the member’s expulsion by judicial determination because the member:
(A) engaged in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company’s business;
(B) willfully or persistently committed a material breach of the operating agreement or of a duty owed to the company or the other members under section 4059 of this title; or
(C) engaged in conduct relating to the company’s business which makes it not reasonably practicable to carry on the business with the person as a member;
(6) in a member-managed limited liability company, the member:
(A) becomes a debtor in bankruptcy;
(B) executes an assignment for the benefit of creditors;
(C) seeks, consents to, or acquiesces in, the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member’s property; or
(D) fails, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the member or of all or substantially all of the member’s property obtained without the member’s consent or acquiescence, or fails within 90 days after the expiration of a stay to have the appointment vacated;
(7) in the case of a member who is an individual:
(A) the member’s death; or
(B) in a member-managed limited liability company:
(i) the appointment of a guardian or general conservator for the member; or
(ii) a judicial determination that the member has otherwise become incapable of performing the member’s duties under the operating agreement;
(8) in the case of a member that is a trust or is acting as a member by virtue of being a trustee of a trust, distribution of the trust’s entire rights to receive distributions from the company, but not merely by reason of the substitution of a successor trustee;
(9) in the case of a member that is an estate or is acting as a member by virtue of being a personal representative of an estate, distribution of the estate’s entire distributional interest in the company, but not merely the substitution of a successor personal representative;
(10) termination of the existence of a member if the member is not an individual, partnership, limited liability company, corporation, estate, or trust;
(11) the company participates in a merger under subchapter 10 of this chapter and:
(A) the company is not the surviving entity; or
(B) the person otherwise ceases to be a member as a result of the merger;
(12) the company participates in a conversion under subchapter 10 of this chapter;
(13) the company participates in a domestication under subchapter 10 of this chapter, and, the person ceases to be a member as a result of the domestication; or
(14) termination of a member’s continued membership in a limited liability company for any other reason. (Added 2015, No. 17, § 2.)