Vermont Statutes Title 11 Sec. 3283
Terms Used In Vermont Statutes Title 11 Sec. 3283
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under section 3212 of this title, predecessor law, or comparable law of another jurisdiction and includes for all purposes of the laws of this State a limited liability partnership. See
- Partnership agreement: means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See
§ 3283. Conversion of limited partnership to partnership
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 3226 of this title, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)