2011 Vermont Code
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3012 Nature of business and powers

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TITLE 11

Corporations, Partnerships and Associations

CHAPTER 21. LIMITED LIABILITY COMPANIES

Subchapter I. General Provisions

§ 3012. Nature of business and powers

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any provision of laws of this state governing or regulating business.

(b) A limited liability company or a foreign limited liability company 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:

(1) credit unions regulated under Title 8;

(2) insurance companies regulated under Title 8, except that captive insurance companies regulated under chapter 141 of Title 8 may be formed as limited liability companies;

(3) railroad companies regulated under Title 19.

(c) Notwithstanding the provisions of subsections (a) and (b) of this section, a limited liability company or foreign limited liability company shall engage in rendering professional services only to the extent that, and subject to the conditions and limitations under which, a professional corporation may engage in rendering professional services under chapter 4 of this title. For purposes of applying the provisions, conditions and limitations of chapter 4 of this title, unless the licensing laws of this state expressly prohibit the provision of professional services by domestic and foreign limited liability companies:

(1) unless the context clearly requires otherwise, references to chapters 1-20 of Title 11A relating to business corporations shall be treated as references to this chapter, and references to a "corporation" shall be treated as references to a limited liability company or foreign limited liability company;

(2) the members shall be treated in the same manner as shareholders of a professional corporation;

(3) managers shall be treated in the same manner as directors of a professional corporation;

(4) the persons signing the articles of organization of the company shall be treated in the same manner as the incorporators of a professional corporation; and

(5) the name shall comply with sections 3005 and 3136 of this title and, in addition, shall contain the word "Professional" or the abbreviation "P.L.C." or "PLC."

(d) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter, any other law, its articles of organization or its operating agreement, together with any powers incidental thereto, so far as the powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the limited liability company, including power to:

(1) sue and to be sued, complain and defend in its company name. A court or other adjudicative body shall permit a limited liability company to appear through a nonattorney representative if:

(A) the proposed nonattorney representative is authorized to represent the limited liability company;

(B) the proposed nonattorney representative demonstrates adequate legal knowledge and skills to represent the organization without unduly burdening the opposing party or the court; and

(C) the proposed nonattorney representative shares a common interest with the limited liability company;

(2) purchase, receive, lease, or otherwise acquire, and to own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(3) sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of the property;

(4) purchase, receive, subscribe for or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of; and deal in or with shares or other interests in, or obligations of, any other entity;

(5) make contracts, including partnership agreements and guarantees, and incur liabilities, borrow money at such rates of interest as the limited liability company may determine, issue its notes, bonds and other obligations (which may be convertible into or include the option to purchase other securities of the limited liability company), and secure any of its obligations by covenants requiring the consent of another person to an action to be taken by the limited liability company and by mortgage or pledge of any of its property, franchises or income;

(6) lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(7) be a promoter, partner, member, associate or manager of any limited liability company, partnership, joint venture, trust or other entity;

(8) conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;

(9) elect managers and appoint employees and agents of the limited liability company, define their duties, fix their compensation and lend them money and credit;

(10) pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former members, managers, employees and agents;

(11) make donations for the public welfare or for charitable, scientific or educational purposes;

(12) transact any lawful business that will aid governmental policy;

(13) make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the limited liability company; and

(14) delegate to any other person the authority to act for or in the name of the limited liability company. (Added 1995, No. 179 (Adj. Sess.), { 4; amended 1997, No. 149 (Adj. Sess.), { 3, eff. Jan. 1, 1999; 1999, No. 153 (Adj. Sess.), { 23, eff. Jan. 1, 2001; 2001, No. 77 (Adj. Sess.), { 3; 2003, No. 105 (Adj. Sess.), { 20, eff. May 4, 2004.)