Vermont § 4011 - Nature of business and powers; governing law

§ 4011. Nature of business and powers; governing law

• (a) A limited liability company is an entity distinct from its members. (b) A limited liability company may have any lawful purpose, regardless of whether for
  profit. (c) A limited liability company has perpetual duration. (d)(1) 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. (2) The following shall not be formed or authorized to transact business under this chapter: (A) a credit union regulated under Title 8; (B) an insurance company regulated under Title 8, except that a captive insurance company
  regulated under 8 V.S.A. chapter 141 may be formed as a limited liability company; (C) a railroad company regulated under Title 19. (e) 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 sue and
  to be sued, complain and defend in its company name, and the power to do all things
  necessary or convenient to carry on its activities. (f) The law of this State governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member and a manager as manager for the debts, obligations,
  or other liabilities of a limited liability company. (g)(1) 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. (2) 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: (A) unless the context clearly requires otherwise, references to 11A V.S.A. chapters 1-20, 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; (B) the members shall be treated in the same manner as shareholders of a professional
  corporation; (C) managers shall be treated in the same manner as directors of a professional corporation; (D) 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 (E) the name shall comply with sections 4005 and 4116 of this title and, in addition, shall contain the word “Professional” or the abbreviation “P.L.C.,”
  “PLC,” “P.L.L.C.,” or “PLLC.” (Added 2015, No. 17, § 2.)