§ 4156. Restrictions on approval of mergers, conversions, and domestications
(a) If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:
(1) the company’s operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members; and
(2) the member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. (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