Sections
§ 20.01 Law applicable
§ 20.02 Close corporation defined
§ 20.03 Incorporation of a close corporation
§ 20.04 Election of existing corporation to become a close corporation
§ 20.05 Additional articles of incorporation
§ 20.06 Bylaws
§ 20.07 Annual meeting
§ 20.08 Elimination of board of directors
§ 20.09 Shareholder agreements
§ 20.10 Merger or consolidation
§ 20.11 Limitations on continuation of close corporation status
§ 20.12 Voluntary termination of close corporation status by amendment of articles of incorporation; vote required
§ 20.13 Shareholders’ option to dissolve corporation
§ 20.14 Involuntary termination of close corporation status; proceeding to prevent loss of status
§ 20.15 Judicial dissolution
§ 20.16 Special voting requirements

Terms Used In Vermont Statutes > Title 11A > Chapter 20 - Close Corporations

  • 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.
  • Annual meeting: when applied to towns shall mean the annual town meeting in March or an adjournment thereof. See
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • Dependent: A person dependent for support upon another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
  • Fraud: Intentional deception resulting in injury to another.
  • inhabitants: shall mean the population of the political division referred to, as ascertained by the national census last completed before the time when such population is a material fact. 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.
  • 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
  • Municipality: shall include a city, town, town school district, incorporated school or fire district or incorporated village, and all other governmental incorporated units. See
  • 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 estate: shall include all property other than real estate. See
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • said: when used by way of reference to a person or thing shall apply to the same person or thing last mentioned. See
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. 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.
  • 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.
  • Town: shall include city and wards or precincts therein; "selectboard members" and "board of civil authority" shall extend to and include the mayor and aldermen of cities; "trustees" shall extend to and include bailiffs of incorporated villages; and the laws applicable to the inhabitants and officers of towns shall be applicable to the inhabitants and similar officers of all municipal corporations. See
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See
  • Village: shall mean an incorporated village. See
  • 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
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.