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LIMITED LIABILITY DISSOLUTION PACKET - VERMONT - Electronic Version STATUTORY REFERENCE Vermont Statutes – Title 11: Chapter 21, Subchapter 8 – Winding Up Company Business http://www.michie.com/vermont/lpext.dll?f=templates&fn=main-h.htm&cp=vtcode Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm * * * SELECTIONS FROM STATUTES What follows are selections from selected statutes of the Vermont Statutes relating to dissolution of LLCs. We provide these selections to you for your convenience, as we feel they may be of interest and instructional value to you as you use this package. Please note that not all statutes are listed here, and of those that are listed, and some portions may be omitted, as indicated. Refer to the above link to view the complete statutes on-line. § 3101. Events causing dissolution and winding up of company business A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events: (1) an event specified in the operating agreement; (2) consent of the number or percentage of members specified in the operating agreement; (3) dissociation of a member-manager or, if none, a member of an at-will company for any reason specified in section 3081 of this title, and dissociation of a member-manager or, if none, a member of a term company but only if the dissociation was for a reason provided in subdivisions (6) through (10) of section 3081 of this title and occurred before the expiration of the stated duration in the articles of organization, but the company is not dissolved and required to be wound up by reason of the dissociation: (A) if, within 90 days after the dissociation, a majority in interest of the remaining members agree to continue the business of the company; or (B) the business of the company is continued under a right to continue stated in the operating agreement; (4) an event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within 90 days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section; (5) on application by a member, upon entry of a final judicial decree that: (A) the economic purpose of the company is likely to be unreasonably frustrated; (B) another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the business of the company with that member; (C) it is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement; (D) a dissociated member has the right to have the company dissolved and its business wound up for failure to cause the member's distributional interest to be purchased pursuant to sections 3091 and 3092 of this title; or (E) the managers or members in control of the company have acted, are acting or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioning member. (6) the expiration of a term specified in the company's articles of organization. [Note: Judicial / administrative dissolution are beyond the scope of this package.] § 3102. Limited liability company continues after dissolution (a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case: (1) the limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and (2) the rights of a third party accruing under subsection (a) of section 3104 of this title or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected. § 3103. Right to wind up limited liability company's business (a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative or transferee, the superior court, for good cause shown, may order judicial supervision of the winding up. (b) A legal representative of the last surviving member may wind up a limited liability company's business. (c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to section 3106 of this title, settle disputes by mediation or arbitration and perform other necessary acts. § 3104. Member's or manager's power and liability as agent after dissolution (a) A limited liability company is bound by a member's or manager's act after dissolution that: (1) is appropriate for winding up the company's business; or (2) would have bound the company under section 3041 of this title before dissolution, if the other party to the transaction did not have notice of the dissolution. (b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability. § 3105. Articles of termination [see form, below] (a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the secretary of state articles of termination stating: (1) the name of the company; (2) the date of the dissolution; and (3) that the company's business has been wound up and the legal existence of the company has been terminated. (b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination. § 3106. Distribution of assets in winding up limited liability company's business (a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section. (b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. § 3107. Known claims against dissolved limited liability company (a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address where the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the written notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met, and: (1) the claim is not received by the specified deadline; or (2) in the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within 90 days after the receipt of the notice of the rejection. (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. § 3108. Other claims against dissolved limited liability company (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this state, in which its designated office is or was last located, and sent to the office of the attorney general; (2) describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and (3) state that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice. (c) (1) If the dissolved limited liability company sends notice to the attorney general and publishes a newspaper notice in accordance with subsection (b) of this section, causes of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced only as follows: (A) against the dissolved limited liability company; and (B) if any of the assets of the dissolved limited liability company have been distributed to its members, against members of the dissolved limited liability company. (2) All causes of action against a dissolved limited liability company arising under subdivision (1)(A) of this subsection are extinguished unless the claimant commences a proceeding to enforce the cause of action against the dissolved limited liability company prior to the expiration of the statute of limitations applicable to the cause of action. (3) All causes of action against a dissolved limited liability company arising under subdivision (1)(B) of this subsection are extinguished unless the claimant commences a proceeding to enforce the cause of action against that member of a dissolved limited liability company prior to the earlier of the following: (A) the expiration of the statute of limitations applicable to the cause of action; (B) five years after the effective date of the dissolution of the limited liability company. § 3109. Enforcement of claims against dissolved limited liability company A claim not barred under section 3108 of this title may be enforced against the dissolved limited liability company: (1) to the extent of its undistributed assets, including any insurance assets held by the limited liability company that may be available to satisfy claims; or (2) if the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member. * * * STEPS TO DISSOLVE LLC 1. An event must occur, or a decision must be made by the LLC, to dissolve the LLC. See §3101 , above. 2. Wind up the business of the LLC (as per §3102-04 , above) and distribute the assets ( as per §3106 , above). All outstanding debts should be paid at this time, and pending accounts settled. 3. When these steps are completed, file the DISSOLUTION/TERMINATION form (see below) with the Secretary of State. This form must be submitted with a $20.00 filing fee payable to the Vermont Secretary of State. Mail to the address on the form. 4. If desired, dispose of known and unknown claims against the LLC as per §3107-08 , above. We advise prompt payment of all legitimate debts. If you feel a demanded debt is illegitimate, you should consult a local attorney. * * * Limited Liability Company – termination (Vermont domestic T.11, Ch. 21, § 3105) Vermont Secretary of State, 128 State Street, Montpelier, VT 05609-1104 (802-828-2386) Print the full name of the Limited Liability Company: ______________________________________________________ This company's business has wound up and its legal existence dissolved as of: ______________________________________________________ §3025 -Signing of documents Except as otherwise provided in this chapter, a document to be filed by or on behalf of the L.L.C. must be signed in the name of the company by : (1) manager of a manager-managed company; (2) member of a member-managed company; (3) person organizing the company, if the company has not been formed; (4) if the company is in the hands of a receiver, trustee or other court-appointed fiduciary. An authorization, including a power of attorney, to sign a document shall be in writing, but need not be sworn to, verified or acknowledged or filed in the office of the secretary of state. Such authorization shall be retained by the limited liability company. I hereby declare that the company's business has ended. Signers printed name: ________________________________________________________ Signature: _____________________________Title________________ Date ____________ Postal address: ______________________________________________________________ $20 FEE payable to the Vermont Secretary of State File in duplicate with a self-addressed envelope. Email or phone contact: _______________________________