Reorganization and Termination

V.S.A. tit. 11, ch. 4, subch. 5

in effect

11 V.S.A. § 850 Merger

850. Merger (a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation. (b) If the surviving corporation is to render professional services in this State, it must comply with this chapter. Added 2001, No. 77 (Adj. Sess.), § 1.

11 V.S.A. § 851 Termination of professional activities

851. Termination of professional activities If a professional corporation ceases to render professional services, it must amend its articles of incorporation to delete references to rendering professional services and to conform its corporate name to the requirements of 11A V.S.A. § 4.01. After the amendment becomes effective, the corporation may continue in existence as a business corporation under Title 11A, and it is no longer subject to this chapter. Added 2001, No. 77 (Adj. Sess.), § 1.

11 V.S.A. § 852 Judicial dissolution

852. Judicial dissolution The Attorney General may commence a proceeding under 11A V.S.A. §§ 14.30-14.33 to dissolve a professional corporation, if: (1) the Secretary of State or a licensing authority with jurisdiction over a professional service described in the corporation’s articles of incorporation serves written notice on the corporation under 11A V.S.A. § 5.04 that it has violated or is violating a provision of this chapter; (2) the corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the Secretary of State or licensing authority that it did not occur, within 60 days after service of the notice is perfected under 11A V.S.A. § 5.04; and (3) the Secretary of State or licensing authority certifies to the Attorney General a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within 60 days after perfection of service of the notice. Added 2001, No. 77 (Adj. Sess.), § 1.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/004Fetched: 10/21/2026