Limited Liability Partnership

V.S.A. tit. 11, ch. 22, subch. 10

in effect

11 V.S.A. § 3291 Statement of qualification

3291. Statement of qualification (a)(1) Any lawful partnership may become a limited liability partnership pursuant to this section. (2) A limited liability partnership or a foreign limited liability partnership engaging in a business subject to any other provisions of law of this State governing or regulating business may be formed or authorized to transact business under this chapter only if permitted by, and subject to all limitations of, the other statute. The following shall not be formed or authorized to transact business under this chapter: (A) credit unions regulated under Title 8; (B) insurance companies regulated under Title 8; (C) railroad companies regulated under Title 19. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions. (c) After the approval required by subsection (b) of this section, a partnership may only become a limited liability partnership by filing a statement of qualification. The statement must contain: (1) the name of the partnership; (2) the location of the principal place of business in this State; (3) if the partnership does not have a principal place of business in this State, the name, email, and address information of the partnership’s agent for service of process pursuant to section 1655 of this title; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. (d) [Repealed.] (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) of this title or revoked pursuant to section 3293 of this title. (f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c) of this section. (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. (h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 1999, No. 153 (Adj. Sess.), § 24, eff. Jan. 1, 2001; 2025, No. 10, § 5, eff. July 1, 2025.

11 V.S.A. § 3292 Name

3292. Name (a) The name of a limited liability partnership must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.” (b) Except as authorized by subsections (c) and (d) of this section, a limited liability partnership’s name shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is granted, reserved, or registered by or with the Secretary of State. (c) A limited liability partnership may apply to the Secretary of State for authorization to use a name that is not distinguishable in the records of the Secretary of State from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if: (1) the other entity consents to the use in writing and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable in the records from the name of the applying company; or (2) the applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this State. (d) A limited liability partnership may use the name, including the trade name, of another domestic or foreign limited liability partnership that is used in this State if the other partnership is organized or authorized to transact business in this State and the proposed user partnership: (1) has merged with the other partnership; (2) has been formed by reorganization of the other partnership; or (3) has acquired all or substantially all of the assets, including the name, of the other partnership. (e) Notwithstanding any other provision of law, a limited liability partnership or foreign limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 17, § 5.

11 V.S.A. § 3293 Annual report

3293. Annual report (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the Office of the Secretary of State that contains: (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) the address of the partnership’s principal office and, if different, the address of an office in this State, if any; and (3) if the partnership does not have an office in this State, the name, email, and address of the partnership’s designated agent for service of process. (b) An annual report must be filed between January 1 and April 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State. (c) The Secretary of State may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the Secretary of State shall provide the partnership at least 60 days’ written notice of intent to revoke the statement. The notice must be mailed to the partnership at its designated office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation. (d) A revocation under subsection (c) of this section only affects a partnership’s status as a limited liability partnership and is not an event of dissolution of the partnership. (e) A partnership whose statement of qualification has been revoked may apply to the Secretary of State for reinstatement within two years after the effective date of the revocation. The application must state: (1) the name of the partnership and the effective date of the revocation; and (2) that the ground for revocation either did not exist or has been corrected. (f) A reinstatement under subsection (e) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred. (g) 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 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2025, No. 10, § 5, eff. July 1, 2025.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/022Fetched: 10/21/2026