Vermont Statutes Title 11 Sec. 4051
Terms Used In Vermont Statutes Title 11 Sec. 4051
- Articles of organization: means initial, amended, and restated articles of organization and articles of merger. See
- Distributional interest: means the right of a member or transferee to receive a distribution from a limited liability company. 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
- Person: shall include any natural person, corporation, municipality, the State of Vermont or any department, agency, or subdivision of the State, and any partnership, unincorporated association, or other legal entity. 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
§ 4051. Becoming a member
(a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(b) If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) If articles of organization filed with the Secretary of State contain the statement required by subdivision 4023(a)(5) of this title, a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company’s initial members.
(d) After formation of a limited liability company, a person becomes a member:
(1) as provided in the operating agreement;
(2) as the result of a transaction effective under subchapter 10 of this chapter;
(3) with the affirmative vote or consent of all the members; or
(4) if, within 90 consecutive days after the company ceases to have any members:
(A) the last person to have been a member or the legal representative of that person designates a person to become a member; and
(B) the designated person consents to become a member.
(e) A person may become a member without acquiring a distributional interest and without making or being obligated to make a contribution to the limited liability company. (Added 2015, No. 17, § 2.)