General Provisions

V.S.A. tit. 11, ch. 23, subch. 1

in effect

11 V.S.A. § 3401 Definitions

3401. Definitions As used in this chapter: (1) A “certificate of limited partnership” means the certificate referred to in section 3411 of this title, and the certificate as amended or restated. (2) A “contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner. (3) An “event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 3432 of this title. (4) A “foreign limited partnership” means a partnership formed under laws other than the laws of this State and having as partners one or more general partners and one or more limited partners. (5) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (6) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (7) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners. (8) “Partner” means a limited or general partner. (9) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (10) “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (11) “Person” means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or limited liability company. (12) “State” means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3402 Name

3402. Name (a) The name of each limited partnership as set forth in its certificate of limited partnership: (1) shall contain the words “Limited Partnership,” or the letters “L.P.”; (2) may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under that name before the admission of that limited partner; (3) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of this State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and (4) may not contain the following words: “corporation,” “incorporated,” “limited” by itself, “limited liability company,” “limited company,” or the abbreviations “corp.,” “Inc.,” or “Ltd.” (b) A person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply for a certificate of approval from the State Board of Education prior to registering a name under this chapter. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2003, No. 107 (Adj. Sess.), § 17; 2015, No. 17, § 6.

11 V.S.A. § 3403 Reservation of name

3403. Reservation of name A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to section 1652 of this title. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2025, No. 10, § 6, eff. July 1, 2025.

11 V.S.A. § 3404 Specified office and agent

3404. Specified office and agent Each limited partnership shall continuously maintain in this State: (1) an office, which may but need not be a place of its business in this State, at which shall be kept the records required by section 3405 of this title to be maintained; and (2) an agent for service of process on the limited partnership pursuant to section 1655 of this title. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2025, No. 10, § 6, eff. July 1, 2025.

11 V.S.A. § 3405 Records to be kept

3405. Records to be kept (a) Each limited partnership shall keep at the office referred to in subdivision 3404(1) of this title the following: (1) a current list of the full name and last known business address of each partner, separately identifying the general partners (in alphabetical order) and the limited partners (in alphabetical order); (2) a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) copies of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the three most recent years; (4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and (5) unless contained in a written partnership agreement, a writing setting out: (A) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute; (B) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made; (C) any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner’s contribution; and (D) any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up. (b) Records kept under this section are subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3406 Nature of business

3406. Nature of business A limited partnership may carry on any business that a partnership without limited partners may carry on except a business in which a corporation formed under the general corporation law may not engage. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3407 Business transactions of partner with partnership

3407. Business transactions of partner with partnership Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/023Fetched: 10/21/2026