2018 Vermont Statutes
Title 11 - Corporations, Partnerships and Associations
Chapter 23 - Limited Partnerships
§ 3401 Definitions

§ 3401. Definitions

As used in this chapter:

(1) A "certificate of limited partnership" means the certificate referred to in section 3411 of this title, and the certificate as amended or restated.

(2) A "contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner.

(3) An "event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 3432 of this title.

(4) A "foreign limited partnership" means a partnership formed under laws other than the laws of this State and having as partners one or more general partners and one or more limited partners.

(5) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(7) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this State and having one or more general partners and one or more limited partners.

(8) "Partner" means a limited or general partner.

(9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(11) "Person" means a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or limited liability company.

(12) "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)