2011 Vermont Code
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3091 Exercise of purchase right

§ 3091. Exercise of purchase right

(a) A limited liability company shall cause a member's distributional interest to be purchased if a member is dissociated from a limited liability company and such dissociation does not result in a dissolution and winding up of the company under section 3101 of this title:

(1) in the case of an at-will limited liability company, for its fair value determined as of the date of the member's dissociation; or

(2) in the case of a term limited liability company, for its fair value determined as of the date of the expiration of the specified term.

(b) A limited liability company must deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than 30 days after the date determined under subsection (a) of this section. The purchase offer must be accompanied by:

(1) a statement of the company's assets and liabilities as of the date determined under subsection (a) of this section;

(2) the latest available balance sheet and income statement, if any; and

(3) an explanation of how the estimated amount of the payment was calculated.

(c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms so fixed or determined govern the purchase unless the purchaser defaults. In that case, the owner of the distributional interest is entitled to commence a proceeding in superior court to have the company dissolved under subdivision 3101(5)(D) of this title.

(d) If an agreement to purchase the distributional interest is not made within 120 days after the date to be determined under subsection (a) of this section, the dissociated member or owner of a distributional interest may, within another 120 days, commence a proceeding in superior court against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.

(e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in section 3092 of this title together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest.

(f) Damages for wrongful dissociation under subsections (b) and (c) of section 3082 of this title, and all other amounts owing, whether or not currently due, from the dissociated member or the owner of the distributional interest to a limited liability company, must be offset against the purchase price. (Added 1995, No. 179 (Adj. Sess.), { 4.)