Vermont Statutes Title 11 Sec. 11-07
Terms Used In Vermont Statutes Title 11 Sec. 11-07
- Bequest: Property gifted by will.
- 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
- Devise: To gift property by will.
- Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
§ 11.07. Bequests, devises, and gifts
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent corporation and which takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 11-07
Terms Used In Vermont Statutes Title 11 Sec. 11-07
- 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
- 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
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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:
- Person: includes individual and entity. See
- Personal liability: means :
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. 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.
§ 11.07. Effect of conversion
(a) When a conversion takes effect:
(1) The converted organization is:
(A) organized under and subject to the governing statute of the converted organization; and
(B) the same organization continuing without interruption as the converting organization.
(2) The property of the converting organization continues to be vested in the converted organization without transfer, assignment, reversion, or impairment.
(3) The debts, obligations, and other liabilities of the converting organization continue as debts, obligations, and other liabilities of the converted organization.
(4) Except as otherwise provided by law or the plan of conversion, the rights, privileges, immunities, powers, and purposes of the converting organization remain in the converted organization.
(5) A court or other authority may substitute the name of the converted organization for the name of the converting organization in any pending action or proceeding.
(6) The public organizational documents of the converted organization takes effect.
(7) The provisions of the organizational documents of the converted organization that are required to be in a record, if any, that were approved as part of the plan of conversion take effect.
(8) The interests in the converting organization are converted, and the interest holders of the converting organization are entitled only to the rights provided to them under the plan of conversion.
(b) Except as otherwise provided in the organizational documents of a domestic converting organization, a conversion does not give rise to any rights that a shareholder, member, partner, limited partner, director, or third party would have upon a dissolution, liquidation, or winding up of the converting organization.
(c) When a conversion takes effect, a person who did not have personal liability with respect to the converting organization and becomes subject to personal liability with respect to the converted organization as a result of the conversion has personal liability only to the extent provided by the governing statute of the converted organization and only for those debts, obligations, and other liabilities that the converted organization incurs after the conversion.
(d) When a conversion takes effect, a person who had personal liability for a debt, obligation, or other liability of the converting organization but who does not have personal liability with respect to the converted organization is subject to the following rules:
(1) The conversion does not discharge any personal liability under this title to the extent the personal liability was incurred before the conversion took effect.
(2) The person does not have personal liability under this title for any debt, obligation, or other liability that arises after the conversion takes effect.
(3) This title continues to apply to the release, collection, or discharge of any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(4) The person has the rights of contribution from another person that are provided by this title, law other than this title, or the organizational documents of the converting organization with respect to any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(e) When a conversion takes effect, a person may serve a foreign organization that is the converted organization with process in this State for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 5.04 of this title.
(f) If the converting organization is a registered foreign organization, its registration to do business in this State is canceled when the conversion takes effect.
(g) A conversion does not require an organization to wind up its affairs and does not constitute or cause the dissolution of the organization. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)