Title 11A - Vermont Business Corporations
- Chapter 1 - GENERAL PROVISIONS (Contains: §§ 1 – 42)
- § 1 - Short title
- § 2 - Reservation of power
- § 20 - Filing requirements
- § 21 - Forms
- § 22 - Filing; service and copying fees
- § 23 - Effective time and date of document
- § 24 - Correcting filed document
- § 25 - Filing duty of secretary of state
- § 26 - Appeal from secretary of state's refusal to file document
- § 27 - Evidentiary effect of copy of filed document
- § 28 - Certificate of good standing
- § 29 - Signing false documents
- § 30 - Powers
- § 40 - Definitions
- § 41 - Notice
- § 42 - Number of shareholders
- Chapter 2 - INCORPORATION (Contains: §§ 1 – 6)
- Chapter 3 - PURPOSES AND POWERS (Contains: §§ 1 – 4)
- Chapter 4 - NAME (Contains: §§ 1 – 3)
- Chapter 5 - OFFICE AND AGENT (Contains: §§ 1 – 4)
- Chapter 6 - SHARES AND DISTRIBUTIONS (Contains: §§ 1 – 40)
- § 1 - Authorized shares
- § 2 - Terms of class or series determined by board of directors
- § 3 - Issued and outstanding shares
- § 4 - Fractional shares
- § 20 - Subscription for shares before incorporation
- § 21 - Issuance of shares
- § 22 - Liability of shareholders
- § 23 - Share dividends
- § 24 - Share options
- § 25 - Form and content of certificates
- § 26 - Shares without certificates
- § 27 - Restriction on transfer of shares and other securities
- § 28 - Expense of issue
- § 30 - Shareholders' preemptive rights
- § 31 - Corporation's power to acquire its own shares
- § 40 - Distributions to shareholders
- Chapter 7 - SHAREHOLDERS (Contains: §§ 1 – 40)
- § 1 - Annual meeting
- § 2 - Special meetings
- § 3 - Court-ordered meeting
- § 4 - Action without meeting
- § 5 - Notice of meeting
- § 6 - Waiver of notice
- § 7 - Record date
- § 20 - Shareholders' list for meeting
- § 21 - Voting entitlement of shares
- § 22 - Proxies
- § 23 - Shares held by nominees
- § 24 - Corporation's acceptance of votes
- § 25 - Quorum and voting requirements for voting groups
- § 26 - Action by single and multiple voting groups
- § 27 - Greater quorum or voting requirements
- § 28 - Voting for directors; cumulative voting
- § 30 - Voting trusts
- § 31 - Voting agreements
- § 32 - Shareholder agreements
- § 40 - Procedure in derivative proceedings
- Chapter 8 - DIRECTORS AND OFFICERS (Contains: §§ 1 – 63)
- § 1 - Requirement for and duties of board of directors
- § 2 - Qualifications of directors
- § 3 - Number and election of directors
- § 4 - Election of directors by certain classes of shareholders
- § 5 - Terms of directors generally
- § 6 - Staggered terms for directors
- § 7 - Resignation of directors
- § 8 - Removal of directors by shareholders
- § 9 - Removal of directors by judicial proceeding
- § 10 - Vacancy on board
- § 11 - Compensation of directors
- § 20 - Meetings
- § 21 - Action without meeting
- § 22 - Notice of meeting
- § 23 - Waiver of notice
- § 24 - Quorum and voting
- § 25 - Committees
- § 30 - General standards for directors
- § 31 - , 8.32. [Reserved]
- § 33 - Liability for unlawful distributions; statute of limitations
- § 40 - Officers
- § 41 - Duties of officers
- § 42 - [Reserved].
- § 43 - Resignation and removal of officers
- § 44 - Contract rights of officers
- § 50 - Subchapter definitions
- § 51 - Authority to indemnify
- § 52 - Mandatory indemnification
- § 53 - Advance for expenses
- § 54 - Court-ordered indemnification
- § 55 - Determination and authorization of indemnification
- § 56 - Indemnification of officers, employees, and agents
- § 57 - Insurance
- § 58 - Application of subchapter
- § 60 - Definitions
- § 61 - Judicial action
- § 62 - Directors' action
- § 63 - Shareholders' action
- Chapter 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (Contains: §§ 1 – 22)
- § 1 - Authority to amend
- § 2 - Amendment by board of directors
- § 3 - Amendment proposed by board of directors to the shareholders
- § 4 - Voting on amendments by voting group
- § 5 - Amendment before issuance of shares
- § 6 - Articles of amendment
- § 7 - Restated articles of incorporation
- § 8 - Amendment pursuant to judicial reorganization
- § 9 - Effect of amendment
- § 20 - Amendment by board of directors or shareholders
- § 21 - Bylaw increasing quorum or voting requirement for shareholders
- § 22 - Bylaw increasing quorum or voting requirement for directors
- Chapter 11 - MERGER AND SHARE EXCHANGE (Contains: §§ 1 – 7)
- Chapter 12 - SALE OF ASSETS (Contains: §§ 1 – 2)
- Chapter 13 - DISSENTERS' RIGHTS (Contains: §§ 1 – 31)
- § 1 - Definitions
- § 2 - Right to dissent
- § 3 - Dissent by nominees and beneficial owners
- § 20 - Notice of dissenters' rights
- § 21 - Notice of intent to demand payment
- § 22 - Dissenters' notice
- § 23 - Duty to demand payment
- § 24 - Share restrictions
- § 25 - Payment
- § 26 - Failure to take action
- § 27 - After-acquired shares
- § 28 - Procedure if shareholder dissatisfied with payment or offer
- § 30 - Court action
- § 31 - Court costs and counsel fees
- Chapter 14 - DISSOLUTION (Contains: §§ 1 – 40)
- § 1 - Dissolution by incorporators or initial directors
- § 2 - Dissolution by board of directors and shareholders
- § 3 - Articles of dissolution
- § 4 - Revocation of dissolution
- § 5 - Effect of dissolution
- § 6 - Known claims against dissolved corporation
- § 7 - Unknown claims against dissolved corporation
- § 8 - Payment and distribution to claimants and shareholders
- § 9 - Tax liabilities
- § 20 - Involuntary termination
- § 30 - Grounds for judicial dissolution
- § 31 - Procedure for judicial dissolution
- § 32 - Receivership or custodianship
- § 33 - Decree of dissolution
- § 40 - Deposit with state treasurer
- Chapter 15 - FOREIGN CORPORATIONS (Contains: §§ 1 – 33)
- § 1 - Authority to transact business required
- § 2 - Consequences of transacting business without authority
- § 3 - Application for certificate of authority
- § 4 - Amended certificate of authority
- § 5 - Effect of certificate of authority
- § 6 - Corporate name of foreign corporation
- § 7 - Registered office and registered agent of foreign corporation
- § 8 - Change of registered office or registered agent of foreign corporation
- § 9 - Resignation of registered agent of foreign corporation
- § 10 - Service of process on foreign corporation
- § 20 - Withdrawal of foreign corporation
- § 30 - Involuntary termination
- § 31 - [Reserved]
- § 32 - Appeal from involuntary termination
- § 33 - Involuntary termination by judicial proceeding
- Chapter 16 - RECORDS AND REPORTS (Contains: §§ 1 – 22)
- Chapter 20 - CLOSE CORPORATIONS (Contains: §§ 1 – 16)
- § 1 - Law applicable
- § 2 - Close corporation defined
- § 3 - Incorporation of a close corporation
- § 4 - Election of existing corporation to become a close corporation
- § 5 - Additional articles of incorporation
- § 6 - Bylaws
- § 7 - Annual meeting
- § 8 - Elimination of board of directors
- § 9 - Shareholder agreements
- § 10 - Merger or consolidation
- § 11 - Limitations on continuation of close corporation status
- § 12 - Voluntary termination of close corporation status by amendment of articles of incorporation; vote required
- § 13 - Shareholders' option to dissolve corporation
- § 14 - Involuntary termination of close corporation status; proceeding to prevent loss of status
- § 15 - Judicial dissolution
- § 16 - Special voting requirements