Vermont Statutes Title 11 Sec. 4102
Terms Used In Vermont Statutes Title 11 Sec. 4102
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- Dissolution: means an event under section 4101 of this title which requires a limited liability company to wind up its affairs and to terminate its existence as a legal entity. See
- Member: means a person that has become a member of a limited liability company under section 4051 of this title and has not dissociated under section 4081 of this title. See
- Operating agreement: means any form of description of membership rights and obligations under section 4003 of this title, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments to the agreement. See
§ 4102. Limited liability company continues after dissolution
(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.
(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members, or, if different, the number or percentage of members specified in the operating agreement to dissolve or liquidate the company may waive the right to have the company’s business wound up and the company terminated, in which case:
(1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined shall be subject to the same limitations on liability as if the dissolution had never occurred; and
(2) the rights of a third party accruing under section 4104 of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. (Added 2015, No. 17, § 2.)