2011 Vermont Code
Title 11A Vermont Business Corporations
Chapter 20 CLOSE CORPORATIONS
§ 2 Close corporation defined

§ 20.02. Close corporation defined

A close corporation is a corporation organized under this chapter whose articles of incorporation:

(1) include the following statement: "This corporation is a close corporation;"

(2) contain the provisions required by subsection 2.02(a) of this title;

(3) provide that all of the corporation's issued and outstanding stock of all classes shall be held of record by not more than a specified number of persons, not exceeding 35. The method of counting the permitted number of holders of record of the stock of a close corporation shall be that provided in section 1.42 of this title;

(4) provide that each certificate for shares shall conspicuously note the fact that the corporation is a close corporation;

(5) provide that each certificate for shares shall conspicuously note the following provisions or state that the following provisions exist and that the corporation will furnish to any shareholder upon request and without charge, a full statement of such provisions:

(A) provisions, if any, set forth in the articles of incorporation and imposing restrictions on the transfer of shares;

(B) provisions, if any, set forth in the articles of incorporation and permitting dissolution of the corporation upon the occurrence of a specified event or contingency pursuant to section 20.13 of this title;

(C) provisions, if any, set forth in the articles of incorporation and permitting the shareholders to limit the powers of the board of directors or to manage the corporation without a board of directors pursuant to section 20.08 or 20.09 of this title;

(6) provide that the corporation shall make no offering of any of its shares of any class which would constitute a "public offering" within the meaning of the United States Securities Act of 1933 (15 U.S.C. § 77 et seq.); and

(7) provide that all of the corporation's issued and outstanding shares of all classes shall be represented by certificates and shall conform in form and content to the requirements of section 6.25 of this title. (Added 1993, No. 85, § 2, eff. 1, 1994.)