{"data":{"id":"us-vt/11-v.s.a.-4144","jurisdiction":"us-vt","citation":"11 V.S.A. § 4144","heading":"Approval of conversion","body":"(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:\n(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\n(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:\n(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\n(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.\n(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.\n(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.\n(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.","path":["Title 11: Corporations, Partnerships and Associations","Chapter 025: Limited Liability Companies","Subchapter 010: CONVERSION, MERGER, AND DOMESTICATION"],"source_url":"https://legislature.vermont.gov/statutes/section/11/025/04144","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:01:21Z","sha256":"ef66b58742e91bf5afad10ae6ed2f4d616357e828885ad942568726d30ae5d87","source_id":"us-vt","stale":false,"prev":"us-vt/11-v.s.a.-4143","next":"us-vt/11-v.s.a.-4145"},"notice":"GroundRules: Original legal text. Not legal advice."}