Vermont Statutes Title 11 Sec. 11-15
Terms Used In Vermont Statutes Title 11 Sec. 11-15
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. 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 corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title. See
- Domesticating corporation: means the corporation that effects a domestication pursuant to sections 11. See
- Domestication: means a transaction authorized by sections 11. See
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Foreign corporation: means a corporation for profit incorporated under a law other than the law of this State. 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.
- 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
- Statute: A law passed by a legislature.
§ 11.15. Filing required for domestication; effective date
(a) A domesticating corporation that approves a plan of domestication shall deliver to the Secretary of State for filing articles of domestication that include:
(1) a statement, as the case may be, that the corporation was domesticated from or into another jurisdiction;
(2) the name of the corporation and the jurisdiction of its governing statute prior to the domestication;
(3) the name of the corporation and the jurisdiction of its governing statute following domestication;
(4) the date the domestication takes effect under the governing statute of the domesticated company; and
(5) a statement that the corporation approved the domestication as required by the governing statute of the jurisdiction to which it is domesticating.
(b) When a domesticating corporation delivers articles of domestication to the Secretary of State pursuant to subsection (a) of this section, it shall include:
(1) if the domesticating corporation will be a domestic corporation, articles of incorporation pursuant to section 2.02 of this title;
(2) if the domesticating corporation will be a foreign corporation authorized to transact business in this State, an application for a certificate of authority pursuant to section 15.03 of this title; or
(3) if the domesticating corporation will be a foreign corporation that is not authorized to transact business in this State, the street and mailing addresses of an office that the Secretary of State may use for service of process pursuant to subsection 5.04(b) of this title.
(c) A domestication takes effect:
(1) when the articles of domestication of the domesticating corporation take effect, if the corporation is domesticating to this State; and
(2) according to the governing statute of jurisdiction to which the corporation is domesticating. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)