Vermont Statutes Title 11 Sec. 11-14
Terms Used In Vermont Statutes Title 11 Sec. 11-14
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title. See
- Domesticating corporation: means the corporation that effects a domestication pursuant to sections 11. See
- Domestication: means a transaction authorized by sections 11. See
- Foreign corporation: means a corporation for profit incorporated under a law other than the law of this State. See
- Merger: means a merger authorized by sections 11. See
- Organizational documents: means the organizational documents for a domestic or foreign organization that create the organization, govern the internal affairs of the organization, and govern relations between or among its interest holders, including:
- Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection 8. See
- State: when applied to the different parts of the United States may apply to the District of Columbia and any territory and the Commonwealth of Puerto Rico. See
- Statute: A law passed by a legislature.
§ 11.14. Action on plan of domestication
(a) A domesticating corporation shall approve a plan of domestication as follows:
(1) if the domesticating corporation is a domestic corporation, in accordance with this chapter and the corporation’s organizational documents; provided that:
(A) if its organizational documents do not specify the vote needed to approve domestication, then by the same vote required for a merger under its organizational documents; or
(B) if its organizational documents do not specify the vote required for a merger, then by the number or percentage of shareholders required to approve a merger under this chapter;
(2) if the domesticating corporation is a foreign corporation, as provided in its organizational documents and governing statute.
(b) Subject to any contractual rights, after a domesticating corporation approves a domestication and before it delivers articles of domestication to the Secretary of State for filing, the domesticating corporation may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited by the plan, in the same manner it approved the plan. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)