Vermont Statutes
Chapter 22 - Partnerships
§ 3201. Definitions

§ 3201. Definitions
As used in this chapter:
(1) “Business” includes every trade, occupation, and profession.
(2) “Debtor in bankruptcy” means a person who is the subject of:
(A) an order for relief under Title 11 of the U.S. Code or a comparable order under a successor statute of general application; or
(B) a comparable order under federal, state, or foreign law governing insolvency.
(3) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee.
(4) “Foreign limited liability partnership” means a partnership that:
(A) is formed under laws other than the laws of this State; and
(B) has the status of a limited liability partnership under those laws.
(5) “Limited liability partnership” means a partnership that has filed a statement of qualification under section 3291 of this title and does not have a similar statement in effect in any other jurisdiction.
(6) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under section 3212 of this title, predecessor law, or comparable law of another jurisdiction and includes for all purposes of the laws of this State a limited liability partnership.
(7) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(8) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(9) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.
(10) “Person” means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity.
(11) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein.
(12) “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.
(13) “Statement” means a statement of partnership authority under section 3223 of this title, a statement of denial under section 3224 of this title, a statement of dissociation under section 3264 of this title, a statement of dissolution under section 3275 of this title, a statement of merger under section 3287 of this title, a statement of qualification under section 3291 of this title, a statement of foreign qualification under section 3302 of this title; or an amendment or cancellation of any of the foregoing.
(14) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)

Structure Vermont Statutes

Vermont Statutes

Title 11 - Corporations, Partnerships and Associations

Chapter 22 - Partnerships

§ 3201. Definitions

§ 3202. Knowledge and notice

§ 3203. Effect of partnership agreement; nonwaivable provisions

§ 3204. Supplemental principles of law

§ 3205. Execution, filing, and recording of statements

§ 3206. Governing law

§ 3207. Partnership subject to amendment or repeal of chapter

§ 3211. Partnership as entity

§ 3212. Formation of partnership

§ 3213. Partnership property

§ 3214. When property is partnership property

§ 3221. Partner agent of partnership

§ 3222. Transfer of partnership property

§ 3223. Statement of partnership authority

§ 3224. Statement of denial

§ 3225. Partnership liable for partner’s actionable conduct

§ 3226. Partner’s liability

§ 3227. Actions by and against partnership and partners

§ 3228. Liability of purported partner

§ 3231. Partner’s rights and duties

§ 3232. Distributions in kind

§ 3233. Partner’s rights and duties with respect to information

§ 3234. General standards of partner’s conduct

§ 3235. Actions by partnership and partners

§ 3236. Continuation of partnership beyond definite term or particular undertaking

§ 3241. Partner not co-owner of partnership property

§ 3242. Partner’s transferable interest in partnership

§ 3243. Transfer of partner’s transferable interest

§ 3244. Partner’s transferable interest subject to charging order

§ 3251. Events causing partner’s dissociation

§ 3252. Partner’s power to dissociate; wrongful dissociation

§ 3253. Effect of partner’s dissociation

§ 3261. Purchase of dissociated partner’s interest

§ 3262. Dissociated partner’s power to bind and liability to partnership

§ 3263. Dissociated partner’s liability to other persons

§ 3264. Statement of dissociation

§ 3265. Continued use of partnership name

§ 3271. Events causing dissolution and winding up of partnership business

§ 3272. Partnership continues after dissolution

§ 3273. Right to wind up partnership business

§ 3274. Partner’s power to bind partnership after dissolution

§ 3275. Statement of dissolution

§ 3276. Partner’s liability to other partners after dissolution

§ 3277. Settlement of accounts and contributions among partners

§ 3281. Definitions

§ 3282. Conversion of partnership to limited partnership

§ 3283. Conversion of limited partnership to partnership

§ 3284. Effect of conversion; entity unchanged

§ 3285. Merger of partnerships

§ 3286. Effect of merger

§ 3287. Statement of merger

§ 3288. Nonexclusive

§ 3291. Statement of qualification

§ 3292. Name

§ 3293. Annual report

§ 3301. Law governing foreign limited liability partnership

§ 3302. Statement of foreign qualification

§ 3303. Effect of failure to qualify

§ 3304. Activities not constituting transacting business

§ 3305. Action by Attorney General

§ 3310. Fees

§ 3311. Uniformity of application and construction

§ 3312. Applicability

§ 3313. Savings clause