11 V.S.A. § 4021 Limited liability company as legal entity
4021. Limited liability company as legal entity
A limited liability company is a legal entity distinct from its members.
Added 2015, No. 17, § 2.
Organization
V.S.A. tit. 11, ch. 25, subch. 2
in effect11 V.S.A. § 4022 Organization
4022. Organization
(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. The organizers need not be members of the limited liability company at the time of formation or after formation has occurred.
(b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.
(c) The filing of the articles of organization by the Secretary of State is conclusive proof that the organizers satisfied all conditions precedent to the creation of the organization.
(d) The Secretary of State shall maintain a separate record of the number of limited liability companies that deliver articles of organization to the Secretary for filing by electronic transmission.
Added 2015, No. 17, § 2.
11 V.S.A. § 4023 Articles of organization
4023. Articles of organization
(a) Articles of organization of a limited liability company shall set forth:
(1) the name of the company;
(2) the address of the initial designated office;
(3) the name and street address of the initial agent for service of process;
(4) the name and address of each organizer;
(5) if the company has no members at the time of filing, a statement to that effect; and
(6) whether the company is an L3C.
(b) Articles of organization of a limited liability company may set forth:
(1) provisions permitted to be set forth in an operating agreement;
(2) name, email, and address information for one or more owners, officers, or other principals of the company; and
(3) other matters not inconsistent with law.
(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of subsection 4003(b) of this title. As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:
(1) the operating agreement controls as to managers, members, and members’ transferees; and
(2) the articles of organization control as to persons other than managers, members, and their transferees who relied on the articles to their detriment.
Added 2015, No. 17, § 2; amended 2025, No. 10, § 7, eff. July 1, 2025.
11 V.S.A. § 4024 Amendment or restatement of articles of organization
4024. Amendment or restatement of articles of organization
(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment shall set forth the:
(1) name of the limited liability company;
(2) date of filing of the articles of organization; and
(3) amendment to the articles.
(b) The articles of organization of a limited liability company may be amended at any time but shall be amended if:
(1) there is a change in the name of the company;
(2) there is a change in any other matter set forth in the articles of organization under subsection 4023(b) of this title; or
(3) the articles of organization contain a false or erroneous statement.
(c) A limited liability company may restate its articles of organization at any time. Restated articles of organization shall be signed and filed in the same manner as articles of amendment. Restated articles of organization shall be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company’s present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.
Added 2015, No. 17, § 2.
11 V.S.A. § 4025 Signing of documents
4025. Signing of documents
(a) Except as otherwise provided in this chapter, a document to be filed by or on behalf of a limited liability company in the Office of the Secretary of State must be signed in the name of the company by:
(1) a person authorized by the company;
(2) a person organizing the company, if it is the company’s initial articles of organization; or
(3) a fiduciary, if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.
(b) A document signed under subsection (a) of this section shall state adjacent to the signature the name and capacity of the signer.
(c) Any record filed under this chapter may be signed by an agent.
(d) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
Added 2015, No. 17, § 2.
11 V.S.A. § 4026 Filing in Office of Secretary of State
4026. Filing in Office of Secretary of State
(a) The original signed copy, together with a duplicate copy that may be either a signed, photocopied, or conformed copy, of the articles of organization or any other document required to be filed pursuant to this chapter shall be delivered to the Secretary of State. If the Secretary of State determines that a document conforms to the filing provisions of this chapter, the Secretary of State shall, when all required filing fees have been paid:
(1) endorse each signed original and duplicate copy with the word “filed” and the date and time of the acceptance for filing;
(2) retain the signed original in the Office of the Secretary of State; and
(3) return the duplicate copy to the limited liability company or to its representative.
(b) If the Secretary of State is unable to make the determination required under subsection (a) of this section for filing the articles of organization at the time a document is delivered for filing, the document is deemed to have been filed at the time of delivery if the Secretary of State subsequently determines that:
(1) the document as delivered conforms to the filing provisions of this chapter; or
(2) within 20 days after notification of nonconformance is given by the Secretary to the limited liability company or its representative, the document is brought into conformance.
(c) If the filing and determination requirements of this chapter are not satisfied within the time prescribed in subdivision (b)(2) of this section, the document shall not be filed.
(d) A document accepted for filing by the Secretary of State is effective:
(1) on the date it is filed, as evidenced by the Secretary of State maintaining a record of the date and time of the filing;
(2) at the time specified in the document as its effective time; or
(3) on the date and at the time specified in the document if the document specifies a delayed effective date and time.
(e) If a delayed effective date for a document is specified but no time is specified, the document is effective at 12:01 a.m. on that date. A delayed effective date that is later than the 90th day after the document is filed makes the document effective as of the 90th day.
(f) An original copy may consist of an electronic communication received by the Secretary of State’s office, endorsement may consist of an attached electronic record, and the delivery of a duplicate may be done electronically.
Added 2015, No. 17, § 2.
11 V.S.A. § 4027 Correcting filed document
4027. Correcting filed document
(a) A limited liability company or foreign limited liability company may correct a document filed by the Secretary of State if the document contains a false or erroneous statement or was defectively signed.
(b) A document is corrected:
(1) by preparing articles of correction that:
(A) describe the document, including its filing date, or attach a copy of it to the articles of correction;
(B) specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective;
(C) correct the incorrect statement or defective signing; and
(2) by delivering the corrected document to the Secretary of State for filing.
(c) When filed by the Secretary of State, articles of correction filed under subsection (a) of this section are effective retroactively as of the effective date of the record the articles correct, but the articles are effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
Added 2015, No. 17, § 2.
11 V.S.A. § 4028 Certificate of good standing
4028. Certificate of good standing
A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign limited liability company pursuant to section 1657 of this title.
Added 2015, No. 17, § 2; amended 2025, No. 10, § 7a, eff. July 1, 2025.
11 V.S.A. § 4029 Liability for false statement in filed document
4029. Liability for false statement in filed document
If a document filed with the Secretary of State contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the document or caused another to sign it on the person’s behalf and knew the statement to be false at the time the document was signed.
Added 2015, No. 17, § 2.
11 V.S.A. § 4030 Filing by judicial act
4030. Filing by judicial act
If a person required by section 4025 of this title to sign any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Superior Court to direct the signing of the document. If the Court finds that it is proper for the document to be signed and that a person so designated has failed or refused to sign the document, it shall order the Secretary of State to sign and file an appropriate document.
Added 2015, No. 17, § 2.
11 V.S.A. § 4031 Limited liability company property
4031. Limited liability company property
Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members individually.
Added 2015, No. 17, § 2.
11 V.S.A. § 4032 When property is limited liability company property
4032. When property is limited liability company property
(a) Property is limited liability company property if acquired in the name of:
(1) the limited liability company; or
(2) one or more members with an indication in the instrument transferring title to the property of the person’s capacity as a member or of the existence of a limited liability company, but without an indication of the name of the limited liability company.
(b) Property is presumed to be limited liability company property if purchased with limited liability company assets, even if not acquired in the name of the limited liability company or of one or more members with an indication in the instrument transferring title to the property of the person’s capacity as a member or of the existence of a limited liability company.
(c) Property acquired in the name of one or more of the members, without an indication in the instrument transferring title to the property of the person’s capacity as a member or of the existence of a limited liability company and without use of limited liability company assets, is presumed to be separate property, even if used for limited liability company purposes.
Added 2015, No. 17, § 2.
11 V.S.A. § 4033 Annual report for Secretary of State
4033. Annual report for Secretary of State
(a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this State shall file an annual report with the Secretary of State. The annual report shall set forth the following information:
(1) the name of the company and the state or country under whose law it is organized;
(2) the address of its designated office; and
(3) the name, email, and address of its agent for service of process.
(b) Information in the annual report shall be current as of the date the annual report is signed on behalf of the company.
(c) The annual report shall be delivered to the Secretary of State within three months after the expiration of the company’s fiscal year.
(d) The Secretary of State shall amend its records to reflect a change, if specified in the report, to the business’s purpose, email, address, or principal information.
Added 2015, No. 17, § 2; amended 2025, No. 10, § 7, eff. July 1, 2025.
11 V.S.A. § 4034 Involuntary termination
4034. Involuntary termination
(a)(1) The articles of organization of a limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the provisions of this section shall apply to the limited liability company.
(2) The certificate of authority of a foreign limited liability company that fails to file an annual report required by section 4033 of this title shall terminate and the Secretary of State shall notify the company of the termination.
(3) If a company that has had its articles of organization terminated or had its certificate of authority terminated files its annual report together with the annual report filing fee and the reinstatement fee for each year the company failed to file its annual report, its articles of organization or certificate of authority, as the case may be, shall be reinstated by the Secretary of State.
(b) When the reinstatement becomes effective, it relates back to and takes effect as of the effective date of termination of the company’s articles of organization or the date the company’s certificate of authority was terminated under subsection (a) of this section as if the termination never occurred.
(c) A limited liability company or a foreign limited liability company shall lose the right to retain its name if the annual report required under subsection (a) of this section is not filed on or before five years after the date when the report is due.
(d) Involuntary termination under this section does not:
(1) prevent commencement of a proceeding against the limited liability company or the foreign limited liability company in its company name; provided that a proceeding is subject to dismissal unless the company is reinstated in accordance with subsections (a) and (b) of this section;
(2) abate or suspend a proceeding pending by or against the limited liability company or foreign limited liability company on the effective date of involuntary termination; or
(3) terminate the authority of the designated agent of the limited liability company or foreign limited liability company;
(4) alter the limited liability status of members or managers of the limited liability company or foreign limited liability company; or
(5) impair the validity of acts of the limited liability company during the period between involuntary termination and reinstatement.
Added 2015, No. 17, § 2.
Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/025Fetched: 10/21/2026