Vermont Statutes
Chapter 23 - Limited Partnerships
§ 3471. Nonjudicial dissolution

§ 3471. Nonjudicial dissolution
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) at the time specified in the certificate of limited partnership;
(2) upon the happening of events specified in writing in the partnership agreement;
(3) written consent of all partners;
(4) an event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
(5) entry of a decree of judicial dissolution under section 3472 of this title. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)

Structure Vermont Statutes

Vermont Statutes

Title 11 - Corporations, Partnerships and Associations

Chapter 23 - Limited Partnerships

§ 3401. Definitions

§ 3402. Name

§ 3403. Reservation of name

§ 3404. Specified office and agent

§ 3405. Records to be kept

§ 3406. Nature of business

§ 3407. Business transactions of partner with partnership

§ 3411. Certificate of limited partnership

§ 3412. Amendment to certificate

§ 3413. Cancellation of certificate

§ 3414. Execution of certificates

§ 3415. Execution by judicial act

§ 3416. Filing in Office of Secretary of State

§ 3417. Liability for false statement in certificate

§ 3418. Scope of notice

§ 3419. Delivery of certificates to limited partners

§ 3420. Fees

§ 3421. Admission of limited partners

§ 3422. Voting

§ 3423. Liability to third parties

§ 3424. Person erroneously believing himself or herself limited partner

§ 3425. Information

§ 3431. Admission of additional general partners

§ 3432. Events of withdrawal

§ 3433. General powers and liabilities

§ 3434. Contributions by general partner

§ 3435. Voting

§ 3441. Form of contribution

§ 3442. Liability for contribution

§ 3443. Sharing of profits and losses

§ 3444. Sharing of distributions

§ 3451. Interim distributions

§ 3452. Withdrawal of general partner

§ 3453. Withdrawal of limited partner

§ 3454. Distribution upon withdrawal

§ 3455. Distribution in kind

§ 3456. Right to distribution

§ 3457. Limitations on distribution

§ 3458. Liability upon return of contribution

§ 3461. Nature of partnership interest

§ 3462. Assignment of partnership interest

§ 3463. Rights of creditor

§ 3464. Right of assignee to become limited partner

§ 3465. Power of estate of deceased or partner who is incompetent

§ 3471. Nonjudicial dissolution

§ 3472. Judicial dissolution

§ 3473. Winding up

§ 3474. Distribution of assets

§ 3481. Law governing

§ 3482. Registration

§ 3483. Issuance of registration

§ 3484. Name

§ 3485. Changes and amendments

§ 3486. Cancellation of registration

§ 3487. Transaction of business without registration

§ 3488. Action by Attorney General

§ 3491. Right of action

§ 3492. Proper plaintiff

§ 3493. Pleading

§ 3494. Expenses

§ 3501. Construction and application

§ 3502. Rules for cases not provided for in this chapter

§ 3503. Savings clause