Vermont Statutes Title 11 Sec. 4146
Terms Used In Vermont Statutes Title 11 Sec. 4146
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- Conversion: means a transaction authorized by sections 4142 through 4147 of this title. 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 4144 of this title or the foreign organization that approves a conversion pursuant to the law of its jurisdiction of formation. 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
- 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 , whether or not in a record, documents governing the internal affairs of an organization that are binding on all 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:
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See
- Statute: A law passed by a legislature.
§ 4146. Statement of conversion; effective date of conversion
(a) A statement of conversion shall be signed by the converting organization and delivered to the Secretary of State for filing.
(b) A statement of conversion shall contain:
(1) the name, jurisdiction of formation, and type of organization of the converting organization;
(2) the name, jurisdiction of formation, and type of organization of the converted organization;
(3) if the converting organization is a domestic limited liability company, a statement that the plan of conversion was approved in accordance with this subchapter, or, if the converting organization is a foreign organization, a statement that the conversion was approved by the foreign organization in accordance with the law of its jurisdiction of formation;
(4) if the converted organization is a domestic organization, its public organizational documents, as an attachment; and
(5) if the converted organization is a foreign limited liability partnership, its certificate of authority to do business in the State, as an attachment.
(c) In addition to the requirements of subsection (b) of this section, 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 satisfy the requirements of the law of this State, except that the public organizational documents do not need to be signed.
(e)(1) A plan of conversion that is signed by a domestic converting limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of State for filing instead of a statement of conversion and on filing has the same effect.
(2) If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection.
(f)(1) If the converted organization is a domestic limited liability company, the conversion becomes effective when the statement of conversion is effective.
(2) In all other cases, the conversion becomes effective on the later of:
(A) the date and time provided by the governing statute of the converted organization; or
(B) when the statement is effective. (Added 2015, No. 17, § 2.)