2013 Vermont Statutes
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3162 Involuntary termination
3162. Involuntary termination
(a) A limited liability company that fails to file an annual report required by section 3161 of this title shall terminate and the secretary of state shall notify the company of its termination. The certificate of authority of a foreign limited liability company that fails to file an annual report required by section 3161 of this title shall terminate and the secretary of state shall notify the company of the termination. If, however, the company that has been terminated or had its certificate of authority terminated files its annual report together with the annual report filing fee and the reinstatement fee for each year the company failed to file its annual report, its articles of organization or certificate of authority, as the case may be, shall be reinstated by the secretary of state.
(b) When the reinstatement is effective, reinstatement shall relate back to and take effect as of the date of the company's termination or the date the company's certificate of authority was terminated under subsection (a) of this section as if the termination had never occurred.
(c) A limited liability company or a foreign limited liability company shall lose the right to retain its name if the annual report required under subsection (a) of this section is not filed on or before five years after the date when the report is due.
(d) Involuntary termination under this section does not:
(1) prevent commencement of a proceeding against the limited liability company or the foreign limited liability company in its company name;
(2) abate or suspend a proceeding pending by or against the limited liability company or foreign limited liability company on the effective date of involuntary termination; or
(3) terminate the authority of the designated agent of the limited liability company or foreign limited liability company. (Added 1995, No. 179 (Adj. Sess.), 4.)
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