Vermont § 4144 - Approval of conversion

§ 4144. Approval of conversion

• (a) For any conversion of a limited liability company into another type of organization,
  a plan of conversion is not effective unless it has been approved: (1) by a domestic converting limited liability company, in accordance with the organizational
  documents of the limited liability company, or, in the absence of a provision governing
  approval of conversions, by all the members of the limited liability company entitled
  to vote on or consent to any matter; and (2) in a record, by each member of a domestic converting limited liability company who
  will have personal liability for debts, obligations, and other liabilities that are
  incurred after the conversion becomes effective, unless: (A) the operating agreement of the company provides in a record for the approval of a
  conversion or a merger in which some or all of its members become subject to personal
  liability by the affirmative vote or consent of fewer than all the members; and (B) the member voted for or consented in a record to that provision of the operating agreement
  or became a member after the adoption of that provision. (b) For a conversion of a domestic general partnership or domestic limited partnership
  into a domestic limited liability company, the plan of conversion shall be approved
  by all of the partners or by a number or percentage of the partners required for the
  conversion in the partnership agreement. (c) A conversion involving a domestic converting organization is not effective unless
  it is approved by the domestic converting organization in accordance with its governing
  law and organizational documents. (d) A conversion of a foreign converting organization is not effective unless it is approved
  by the foreign organization in accordance with the law of the foreign organization’s
  jurisdiction of formation and its organizational documents. (Added 2015, No. 17, § 2.)