Vermont Statutes Title 11 Sec. 4011
Terms Used In Vermont Statutes Title 11 Sec. 4011
- Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- 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
- Entity: means a person other than an individual. See
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Foreign limited liability company: means an unincorporated entity organized under laws, other than the laws of this State, which afford limited liability to its owners comparable to the liability under section 4042 of this title. See
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Manager: means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in subsection 4054(c) of this title. 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
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See
- Statute: A law passed by a legislature.
§ 4011. Nature of business and powers; governing law
(a) A limited liability company is an entity distinct from its members.
(b) A limited liability company may have any lawful purpose, regardless of whether for profit.
(c) A limited liability company has perpetual duration.
(d)(1) A limited liability company or a foreign limited liability company engaging in a business subject to any other provisions of law of this State governing or regulating business may be formed or authorized to transact business under this chapter only if permitted by, and subject to all limitations of, the other statute.
(2) The following shall not be formed or authorized to transact business under this chapter:
(A) a credit union regulated under Title 8;
(B) an insurance company regulated under Title 8, except that a captive insurance company regulated under 8 Vt. Stat. Ann. chapter 141 may be formed as a limited liability company;
(C) a railroad company regulated under Title 19.
(e) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter, any other law, its articles of organization, or its operating agreement, together with any powers incidental thereto, so far as the powers and privileges are necessary or convenient to the conduct, promotion, or attainment of the business purposes or activities of the limited liability company, including power to sue and to be sued, complain and defend in its company name, and the power to do all things necessary or convenient to carry on its activities.
(f) The law of this State governs:
(1) the internal affairs of a limited liability company; and
(2) the liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of a limited liability company.
(g)(1) Notwithstanding the provisions of subsections (a) and (b) of this section, a limited liability company or foreign limited liability company shall engage in rendering professional services only to the extent that, and subject to the conditions and limitations under which, a professional corporation may engage in rendering professional services under chapter 4 of this title.
(2) For purposes of applying the provisions, conditions, and limitations of chapter 4 of this title, unless the licensing laws of this State expressly prohibit the provision of professional services by domestic and foreign limited liability companies:
(A) unless the context clearly requires otherwise, references to 11A V.S.A. § chapters 1-20, relating to business corporations shall be treated as references to this chapter, and references to a “corporation” shall be treated as references to a limited liability company or foreign limited liability company;
(B) the members shall be treated in the same manner as shareholders of a professional corporation;
(C) managers shall be treated in the same manner as directors of a professional corporation;
(D) the persons signing the articles of organization of the company shall be treated in the same manner as the incorporators of a professional corporation; and
(E) the name shall comply with sections 4005 and 4116 of this title and, in addition, shall contain the word “Professional” or the abbreviation “P.L.C.,” “PLC,” “P.L.L.C.,” or “PLLC.” (Added 2015, No. 17, § 2.)