Vermont Statutes Title 11 Sec. 4147
Terms Used In Vermont Statutes Title 11 Sec. 4147
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- Conversion: means a transaction authorized by sections 4142 through 4147 of this title. See
- Converted organization: means the converting organization as it continues in existence after a conversion. See
- Converting organization: means the domestic organization that approves a plan of conversion pursuant to section 4144 of this title or the foreign organization that approves a conversion pursuant to the law of its jurisdiction of formation. 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
- 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
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Governing statute: means the statute that governs an organization's internal affairs. 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
- 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.
- 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
- Organization:
- Organizational documents: means , whether or not in a record, documents governing the internal affairs of an organization that are binding on all its interest holders, including:
- 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
- Personal liability: means :
- Registered foreign organization: means a foreign organization that is registered to do business in this State pursuant to a record filed by the Secretary of State. 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.
- Transfer: includes an assignment, a conveyance, a sale, a lease, an encumbrance, including a mortgage or security interest, a gift, and a transfer by operation of law. See
§ 4147. Effect of conversion
(a) When a conversion becomes effective:
(1) the converted organization is:
(A) organized under and subject to the governing statute of the converted organization; and
(B) the same organization without interruption as the converting organization;
(2) all property of the converting organization continues to be vested in the converted organization without transfer, reversion, or impairment;
(3) all debts, obligations, and other liabilities of the converting organization continue as debts, obligations, and other liabilities of the converted organization;
(4) except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting organization remain in the converted organization;
(5) the name of the converted organization may be substituted for the name of the converting organization in any pending action or proceeding;
(6) the certificate of organization of the converted organization becomes effective;
(7) the provisions of the operating agreement of the converted organization which are to be in a record, if any, approved as part of the plan of conversion become effective; and
(8) the interests in the converting organization are converted, and the interest holders of the converting organization are entitled only to the rights provided to them under the plan of conversion.
(b) Except as otherwise provided in the operating agreement of a domestic converting limited liability company, the conversion does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the converting organization.
(c) When a conversion becomes effective, a person that did not have personal liability with respect to the converting organization and becomes subject to personal liability with respect to a domestic organization as a result of the conversion has personal liability only to the extent provided by the governing statute of the organization and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective.
(d) When a conversion becomes effective, the personal liability of a person that ceases to hold an interest in a domestic converting limited liability company with respect to which the person had personal liability is subject to the following rules:
(1) the conversion does not discharge any personal liability under this title to the extent the personal liability was incurred before the conversion became effective;
(2) the person does not have personal liability under this title for any debt, obligation, or other liability that arises after the conversion becomes effective;
(3) this title continues to apply to the release, collection, or discharge of any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred; and
(4) the person has whatever rights of contribution from any other person as are provided by this title, law other than this title, or the organizational documents of the converting organization with respect to any personal liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign organization that is the converted organization may be served with process in this State for the collection and enforcement of any of its debts, obligations, and other liabilities as provided in section 4010 of this title.
(f) If the converting organization is a registered foreign organization, its registration to do business in this State is canceled when the conversion becomes effective.
(g) A conversion does not require the organization to wind up its affairs and does not constitute or cause the dissolution of the organization. (Added 2015, No. 17, § 2.)