§ 4026. Filing in Office of Secretary of State
(a) The original signed copy, together with a duplicate copy that may be either a signed, photocopied, or conformed copy, of the articles of organization or any other document required to be filed pursuant to this chapter shall be delivered to the Secretary of State. If the Secretary of State determines that a document conforms to the filing provisions of this chapter, the Secretary of State shall, when all required filing fees have been paid:
(1) endorse each signed original and duplicate copy with the word “filed” and the date and time of the acceptance for filing;
(2) retain the signed original in the Office of the Secretary of State; and
(3) return the duplicate copy to the limited liability company or to its representative.
(b) If the Secretary of State is unable to make the determination required under subsection (a) of this section for filing the articles of organization at the time a document is delivered for filing, the document is deemed to have been filed at the time of delivery if the Secretary of State subsequently determines that:
(1) the document as delivered conforms to the filing provisions of this chapter; or
(2) within 20 days after notification of nonconformance is given by the Secretary to the limited liability company or its representative, the document is brought into conformance.
(c) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subdivision (b)(2) of this section, the document shall not be filed.
(d) A document accepted for filing by the Secretary of State is effective:
(1) on the date it is filed, as evidenced by the Secretary of State maintaining a record of the date and time of the filing;
(2) at the time specified in the document as its effective time; or
(3) on the date and at the time specified in the document if the document specifies a delayed effective date and time.
(e) If a delayed effective date for a document is specified but no time is specified, the document is effective at 12:01 a.m. on that date. A delayed effective date that is later than the 90th day after the document is filed makes the document effective as of the 90th day.
(f) An original copy may consist of an electronic communication received by the Secretary of State’s office, endorsement may consist of an attached electronic record, and the delivery of a duplicate may be done electronically. (Added 2015, No. 17, § 2.)
Structure Vermont Statutes
Title 11 - Corporations, Partnerships and Associations
Chapter 25 - Limited Liability Companies
§ 4003. Effect of operating agreement; nonwaivable provisions
§ 4004. Supplemental principles of law
§ 4007. Designated office and agent
§ 4008. Change of designated office or agent for service of process
§ 4009. Resignation of agent for service of process
§ 4011. Nature of business and powers; governing law
§ 4021. Limited liability company as legal entity
§ 4023. Articles of organization
§ 4024. Amendment or restatement of articles of organization
§ 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
§ 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
§ 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
§ 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
§ 4122. Designation of controlling foreign law
§ 4123. Scope of designated foreign law
§ 4131. Direct action by member
§ 4135. Special litigation committee
§ 4144. Approval of conversion
§ 4145. Amendment or abandonment of plan of conversion
§ 4146. Statement of conversion; effective date of conversion
§ 4149. Action on plan of merger by constituent limited liability company
§ 4150. Filings required for merger; effective date
§ 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
§ 4163. Failure to meet requirements
§ 4173. Authority; requirements
§ 4174. Multiple roles of members and managers
§ 4175. Consensus formation algorithms and governance processes