Sections
§ 11.01. Definitions
§ 11.02. Conversion authorized
§ 11.03. Plan of conversion
§ 11.04. Approval of conversion
§ 11.05. Amendment or abandonment of plan of conversion
§ 11.06. Statement of conversion; effective date of conversion
§ 11.07. Effect of conversion
§ 11.08. Merger authorized; plan of merger
§ 11.09. Share exchange authorized; plan of share exchange
§ 11.10. Approval of plan of merger or share exchange
§ 11.11. Filing required for merger or share exchange; effective date
§ 11.12. Effect of merger or share exchange
§ 11.13. Domestication authorized
§ 11.14. Action on plan of domestication
§ 11.15. Filing required for domestication; effective date
§ 11.16. Effect of domestication
§ 11.17. Restriction on approval of conversion, merger, and domestication
§ 11.18. Chapter not exclusive

Terms Used In Vermont Statutes > Title 11A > Chapter 11 - Conversion, Merger, Share Exchange, and Domestication

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Constituent corporation: means a constituent organization that is a corporation. See
  • Constituent organization: means an organization that is a party to a conversion, merger, share exchange, or domestication pursuant to this chapter. See
  • 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
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Decedent: A deceased person.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • 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
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title. See
  • Domestic organization: means an organization whose internal affairs are governed by the law of this State. See
  • Domesticated corporation: means the corporation that exists after a domesticating corporation effects a domestication pursuant to sections 11. See
  • Domesticating corporation: means the corporation that effects a domestication pursuant to sections 11. See
  • Domestication: means a transaction authorized by sections 11. See
  • Entity: includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government. See
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • 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
  • Governmental subdivision: includes authority, county, district, and municipality. See
  • Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
  • Impeachment: (1) The process of calling something into question, as in "impeaching the testimony of a witness." (2) The constitutional process whereby the House of Representatives may "impeach" (accuse of misconduct) high officers of the federal government for trial in the Senate.
  • Individual: includes the estate of an individual who is incompetent or deceased. See
  • Interest holder: means :

  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Meeting: means any structured communications conducted by participants in person or through the use of electronic or telecommunications medium permitting simultaneous or sequentially structured communications for the purpose of reaching a collective agreement. See
  • Merger: means a merger authorized by sections 11. See
  • 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:

  • 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
  • Person: includes individual and entity. See
  • Personal liability: means :

  • Private organizational documents: means organizational documents or portions thereof for a domestic or foreign organization that are not part of the organization's public record, if any, and includes:

  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
  • Protected agreement: means :

  • 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:

  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • 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.
  • Share exchange: means a share exchange authorized by sections 11. 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.
  • Subpoena: A command to a witness to appear and give testimony.
  • 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
  • Testify: Answer questions in court.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See