General Provisions

V.S.A. tit. 11, ch. 22, subch. 1

in effect

11 V.S.A. § 3201 Definitions

3201. Definitions As used in this chapter: (1) “Business” includes every trade, occupation, and profession. (2) “Debtor in bankruptcy” means a person who is the subject of: (A) an order for relief under Title 11 of the U.S. Code or a comparable order under a successor statute of general application; or (B) a comparable order under federal, state, or foreign law governing insolvency. (3) “Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee. (4) “Foreign limited liability partnership” means a partnership that: (A) is formed under laws other than the laws of this State; and (B) has the status of a limited liability partnership under those laws. (5) “Limited liability partnership” means a partnership that has filed a statement of qualification under section 3291 of this title and does not have a similar statement in effect in any other jurisdiction. (6) “Partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under section 3212 of this title, predecessor law, or comparable law of another jurisdiction and includes for all purposes of the laws of this State a limited liability partnership. (7) “Partnership agreement” means the agreement, whether written, oral, or implied, among the partners concerning the partnership, including amendments to the partnership agreement. (8) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. (9) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights. (10) “Person” means an individual, corporation, limited liability company, business trust, estate, trust, partnership, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (11) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein. (12) “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. (13) “Statement” means a statement of partnership authority under section 3223 of this title, a statement of denial under section 3224 of this title, a statement of dissociation under section 3264 of this title, a statement of dissolution under section 3275 of this title, a statement of merger under section 3287 of this title, a statement of qualification under section 3291 of this title, a statement of foreign qualification under section 3302 of this title; or an amendment or cancellation of any of the foregoing. (14) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

11 V.S.A. § 3202 Knowledge and notice

3202. Knowledge and notice (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question. (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (d) A person receives a notification when the notification: (1) comes to the person’s attention; or (2) is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications. (e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (f) A partner’s knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

11 V.S.A. § 3203 Effect of partnership agreement; nonwaivable provisions

3203. Effect of partnership agreement; nonwaivable provisions (a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. Subsection (b) of this section shall be the exclusive list of rights, duties, and provisions of this chapter which may not be varied by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (b) The partnership agreement may not: (1) vary the rights and duties under section 3205 of this title except to eliminate the duty under subsection 3205(e) of this title to provide copies of statements to all of the partners; (2) unreasonably restrict the right of access to books and records under subsection 3233(b) of this title; (3) eliminate the duty of loyalty under subsection 3234(b) or subdivision 3253(b)(3) of this title, but: (A) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (4) unreasonably reduce the duty of care under subsection 3234(c) or subdivision 3253(b)(3) of this title; (5) eliminate the obligation of good faith and fair dealing under subsection 3234(d) of this title, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (6) vary the power to dissociate as a partner under subsection 3252(a) of this title, except to require the notice under subdivision 3251(1) of this title to be in writing; (7) vary the right of a court to expel a partner in the events specified in subdivision 3251(5) of this title; (8) vary the requirement to wind up the partnership business in cases specified in subdivision 3271(4), (5), or (6) of this title; (9) vary the law applicable to a limited liability partnership under subsection 3206(b) of this title; or (10) restrict rights of third parties under this chapter unless such third parties have agreed to be bound by such restrictions. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

11 V.S.A. § 3204 Supplemental principles of law

3204. Supplemental principles of law (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be determined pursuant to 9 V.S.A. § 41a(a). Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

11 V.S.A. § 3205 Execution, filing, and recording of statements

3205. Execution, filing, and recording of statements (a) A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State. (b) A certified copy of a statement that has been filed in the Office of the Secretary of State has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in this chapter. (c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate. (d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. (f) The Secretary of State shall collect a fee for filing or providing a certified copy of a statement as set forth in section 3310 of this title. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

11 V.S.A. § 3206 Governing law

3206. Governing law (a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

11 V.S.A. § 3207 Partnership subject to amendment or repeal of chapter

3207. Partnership subject to amendment or repeal of chapter A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

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