Vermont Statutes Title 11 Sec. 4150
Terms Used In Vermont Statutes Title 11 Sec. 4150
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- Constituent limited liability company: means a constituent organization that is a limited liability company. See
- Constituent organization: means an organization that is party to a merger. See
- Document: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 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:
- 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.
- Surviving organization: means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. See
§ 4150. Filings required for merger; effective date
(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:
(1) each constituent limited liability company, as provided in subsection 4025(a) of this title; and
(2) each other constituent organization, as provided in its governing statute.
(b) Articles of merger under this section shall include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(A) if it will be a limited liability company, the company’s certificate of organization; or
(B) if it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
(6) a statement as to each constituent organization that the merger was approved as required by the organization’s governing statute;
(7) if the surviving organization is a foreign organization not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for the purposes of subsection 4151(b) of this title; and
(8) any additional information required by the governing statute of any constituent organization.
(c) Each constituent limited liability company shall deliver the articles of merger for filing in the Office of the Secretary of State.
(d) A merger becomes effective under this subchapter:
(1) if the surviving organization is a limited liability company, upon the later of:
(A) compliance with subsection (c) of this section; or
(B) subject to section 4026 of this title, as specified in the articles of merger; or
(2) if the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. (Added 2015, No. 17, § 2.)