Vermont Statutes
Chapter 25 - Limited Liability Companies
§ 4005. Name

§ 4005. Name
(a)(1) Except for a low-profit limited liability company, the name of a limited liability company as set forth in its articles of organization shall contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.,” “LLC,” “L.C.,” or “LC.” The word “limited” may be abbreviated as “Ltd.” and “company” may be abbreviated as “Co.” in a limited liability company name.
(2) The name of a low-profit limited liability company shall contain the abbreviation L3C.
(b) Unless authorized under subsection (c) of this section, the name of a limited liability company shall be distinguishable in the records of the Secretary of State from:
(1) the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in this State; and
(2) each name reserved under:
(A) sections 1621a, 4006, and 3403 of this title;
(B) 11A V.S.A. § 4.02;
(C) 11B V.S.A. § 4.02; and
(D) 11C V.S.A. § 112.
(c) A person may apply to the Secretary of State for authorization to use a name that does not comply with subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if, as to each noncomplying name:
(1) the present user, registrant, or owner of the name consents to the applicant’s use of the name in a signed record and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a new name that complies with subsection (b) of this section; or
(2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use in this State the name applied for.
(d) Subject to section 4116 of this title, this section applies to a foreign limited liability company transacting business in this State that has a certificate of authority to transact business in this State or which has applied for a certificate of authority.
(e) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this section. (Added 2015, No. 17, § 2.)

Structure Vermont Statutes

Vermont Statutes

Title 11 - Corporations, Partnerships and Associations

Chapter 25 - Limited Liability Companies

§ 4001. Definitions

§ 4002. Knowledge and notice

§ 4003. Effect of operating agreement; nonwaivable provisions

§ 4004. Supplemental principles of law

§ 4005. Name

§ 4006. Reserved name

§ 4007. Designated office and agent

§ 4008. Change of designated office or agent for service of process

§ 4009. Resignation of agent for service of process

§ 4010. Service of process

§ 4011. Nature of business and powers; governing law

§ 4012. Fees

§ 4021. Limited liability company as legal entity

§ 4022. Organization

§ 4023. Articles of organization

§ 4024. Amendment or restatement of articles of organization

§ 4025. Signing of documents

§ 4026. Filing in Office of Secretary of State

§ 4027. Correcting filed document

§ 4028. Certificate of existence or authorization

§ 4029. Liability for false statement in filed document

§ 4030. Filing by judicial act

§ 4031. Limited liability company property

§ 4032. When property is limited liability company property

§ 4033. Annual report for Secretary of State

§ 4034. Involuntary termination

§ 4041. No agency power of member as member

§ 4042. Liability of members and managers

§ 4051. Becoming a member

§ 4052. Form of contribution

§ 4053. Member’s liability for contributions

§ 4054. Management of limited liability company

§ 4055. Sharing of profits and losses and right to distributions

§ 4056. Limitations on distributions

§ 4057. Liability for unlawful distributions

§ 4058. Information rights

§ 4059. General standards of member’s and manager’s conduct

§ 4060. Reimbursement, indemnification, and insurance

§ 4071. Member’s distributional interest

§ 4072. Transfer of distributional interest

§ 4073. Rights of transferee

§ 4074. Charging order

§ 4075. Power of estate of deceased member

§ 4081. Events causing member’s dissociation

§ 4082. Member’s power to dissociate; wrongful dissociation

§ 4083. Effect of member’s dissociation

§ 4101. Events causing dissolution and winding up of company business

§ 4102. Limited liability company continues after dissolution

§ 4103. Right to wind up limited liability company’s business

§ 4104. Member’s or manager’s power and liability as agent after dissolution

§ 4105. Articles of termination

§ 4106. Distribution of assets in winding up limited liability company’s business

§ 4107. Known claims against dissolved limited liability company

§ 4108. Other claims against dissolved limited liability company

§ 4109. Enforcement of claims against dissolved limited liability company

§ 4111. Law governing foreign limited liability companies

§ 4112. Application for certificate of authority

§ 4113. Activities not constituting transacting business

§ 4114. Issuance of certificate of authority

§ 4115. Amended certificate of authority

§ 4116. Name of foreign limited liability company

§ 4117. Revocation of certificate of authority

§ 4118. Cancellation of authority

§ 4119. Effect of failure to obtain certificate of authority

§ 4120. Action by Attorney General

§ 4121. Election

§ 4122. Designation of controlling foreign law

§ 4123. Scope of designated foreign law

§ 4124. Jurisdiction

§ 4131. Direct action by member

§ 4132. Derivative action

§ 4133. Proper plaintiff

§ 4134. Pleading

§ 4135. Special litigation committee

§ 4136. Proceeds and expenses

§ 4141. Definitions

§ 4142. Conversion authorized

§ 4143. Plan of conversion

§ 4144. Approval of conversion

§ 4145. Amendment or abandonment of plan of conversion

§ 4146. Statement of conversion; effective date of conversion

§ 4147. Effect of conversion

§ 4148. Merger of entities

§ 4149. Action on plan of merger by constituent limited liability company

§ 4150. Filings required for merger; effective date

§ 4151. Effect of merger

§ 4152. Domestication

§ 4153. Action on plan of domestication by domesticating limited liability company

§ 4154. Filings required for domestication; effective date

§ 4155. Effect of domestication

§ 4156. Restrictions on approval of mergers, conversions, and domestications

§ 4157. Subchapter not exclusive

§ 4161. Election

§ 4162. Requirements

§ 4163. Failure to meet requirements

§ 4171. Definitions

§ 4172. Election

§ 4173. Authority; requirements

§ 4174. Multiple roles of members and managers

§ 4175. Consensus formation algorithms and governance processes

§ 4176. Scope of subchapter; other law