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Terms Used In Vermont Statutes Title 11 Sec. 11-13

  • 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: when applied to a corporation, company, association, or copartnership shall mean organized under the laws of this State; "foreign" when so applied, shall mean organized under the laws of another state, government, or country. See
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this title. See
  • Domesticated corporation: means the corporation that exists after a domesticating corporation effects a domestication pursuant to sections 11. 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
  • Governing statute: means the statute that governs an organization's internal affairs. See
  • Interest holder: means :

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Organization:

  • 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:

  • Statute: A law passed by a legislature.

§ 11.13. Domestication authorized

(a) A foreign corporation may become a domestic corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:

(1) the foreign corporation‘s governing statute and its organizational documents permit the domestication; and

(2) the foreign corporation complies with its governing statute and organizational documents.

(b) A domestic corporation may become a foreign corporation pursuant to this section and sections 11.14 through 11.17 of this title and a plan of domestication if:

(1) its organizational documents permit the domestication; and

(2) the corporation complies with this section and sections 11.14 through 11.17 of this title and its organizational documents.

(c) A plan of domestication shall be in a record and shall include:

(1) the name of the domesticating corporation before domestication and the jurisdiction of its governing statute;

(2) the name of the domesticated corporation after domestication and the jurisdiction of its governing statute;

(3) the terms and conditions of the domestication, including the manner and basis for converting an interest holder‘s interest in the domesticating organization into any combination of an interest in the domesticated organization and other consideration; and

(4) the organizational documents of the domesticated corporation that are, or are proposed to be, in a record. (Added 2015, No. 157 (Adj. Sess.), § E.1, eff. July 1, 2017.)