Vermont Statutes
Chapter 25 - Limited Liability Companies
§ 4143. Plan of conversion

§ 4143. Plan of conversion
(a) A domestic limited liability company may convert to a different type of organization under section 4142 of this title, by approving a plan of conversion. The plan shall be in a record and contain:
(1) the name of the converting limited liability company;
(2) the name, jurisdiction of formation, and type of organization of the converted organization;
(3) the manner of converting the interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) the proposed public organizational documents of the converted organization if it will be an organization with public organizational documents filed with the Secretary of State;
(5) the full text of the private organizational documents of the converted organization which are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this State or the operating agreement of the converting limited liability company.
(b) A domestic general partnership or a domestic limited partnership may convert into a domestic limited liability company by approving a plan of conversion setting forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.
(c) In addition to the requirements of subsection (a) of this section, a plan of conversion may contain any other provision not prohibited by law. (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