Vermont Statutes Title 11 Sec. 4101
Terms Used In Vermont Statutes Title 11 Sec. 4101
- 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
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. 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
§ 4101. Events causing dissolution and winding up of company business
(a) A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:
(1) an event or circumstance that the operating agreement states causes dissolution;
(2) consent of the number or percentage of members specified in the operating agreement, or in the absence of a provision governing approval of a dissolution or winding up of the company contained in an operating agreement, the consent of all the members;
(3) the passage of 90 consecutive days during which the company has no members;
(4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that:
(A) the conduct of all or substantially all of the company’s activities is unlawful; or
(B) it is not reasonably practicable to carry on the company’s activities in conformance with the certificate of organization and the operating agreement; or
(5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:
(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(b) In an action brought under subdivision (a)(5) of this section, the Court may order a remedy other than dissolution. (Added 2015, No. 17, § 2.)