Vermont Statutes Title 11 Sec. 4148
Terms Used In Vermont Statutes Title 11 Sec. 4148
- Constituent organization: means an organization that is party to a merger. See
- Governing statute: means the statute that governs an organization's internal affairs. See
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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:
- Statute: A law passed by a legislature.
- Surviving organization: means an organization into which one or more other organizations are merged whether the organization preexisted the merger or was created by the merger. See
§ 4148. Merger of entities
(a) A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 4149 through 4151 of this title, and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger shall be in a record and shall include:
(1) the name and form of each constituent organization;
(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization’s organizational documents that are proposed to be in a record; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization’s organizational documents that are, or are proposed to be, in a record. (Added 2015, No. 17, § 2.)