Vermont Partnership Types (4)
Partnership Type | State Filing Requirement |
---|---|
General Partnership (GP) | Vermont Online Business Services (Filing Fee: $70.00) |
Limited Partnership (LP) | File online with Vermont Online Business Services (Filing Fee: Domestic; $130.00 Foreign; $155.00) |
Limited Liability Partnership (LLP) | Vermont Online Business Services (Filing Fee: $70.00) |
Limited Liability Limited Partnership (LLLP) | File online with Vermont Online Business Services (Filing fee disclosed during registration) |
Fiduciary Duty
Duty of Loyalty:
- Partners make a full account of any profits, in addition to property and benefits, that result from their “conduct and winding up of the partnership business” or the opportunity it provides.[1]
- All partners prioritize their partnership business and, therefore, do not act “on behalf of” or, especially, as a party with interests that directly conflict with the partnership’s success.[2]
- A partner agrees to avoid “competing” with their partnership regardless of their role or the type of partnership.[3]
Duty Of Care:
- The partners behind any partnership exert control over their conduct since they must remain lawful and responsible and avoid “reckless conduct” or “intentional misconduct.”[4]
Partners exercise their rights (as partners) with fair dealing that is consistent with their partnership agreement as well as the “good faith” obligation it requires.[5]
Liability
General partners are liable for the liabilities their partnerships must satisfy as a rule of thumb; however, agreements with a claimant or remedies “provided by law” potentially lessen such obligations.[6]
A partnership’s liability at the time of a partner’s admittance is strictly the obligation of that partnership since the partners are “not personally liable” for partnership obligations before the day of their admittance.[7]
Limited liability partnerships must maintain their limited liability status in order to protect general partners from being “personally liable, directly or indirectly,” for their liabilities.[8]
Limited partners do not carry the liabilities of their LP’s business activities so long as they remain in this role since a limited partner acting as a general partner is liable to the “persons who transact business” with the LP while believing the limited partner is a general partner.[9]
State Definitions (8)
General partner means the Vermont legal entity the certificate of limited partnership names as “a general partner in accordance” with the business entity’s registration as well as its partnership agreement. [10]
Limited partner means the party that a partnership agreement clearly identifies as such in a limited partnership. [11]
Partnership means that two persons (or more) form a partnership while co-owning the for-profit business, which also “includes for all purposes” limited liability partnerships. [12]
Limited partnership means a business entity that is owned or consists of two persons (or more) with at least one general and one or more limited partners as defined by Vermont state law. [13]
Limited liability partnership means the partnership holds a current statement of qualification that satisfies Vermont law but ”does not have a similar statement” active or in effect in any other state or country. [14]
Foreign limited liability partnership means the for-profit nonincorporated co-owned business originates under out-of-state laws while also functioning with limited liability status “under those laws.” [15]
A foreign limited partnership means a partnership that operates according to the laws of a jurisdiction that is other than the state of Vermont and has at least one limited and one (or more) general partner according to the foreign jurisdictions’ laws. [16]
Partnership agreement means a legally executed agreement between partners that is either written or verbal and defines each partner’s relation to the partnership and how that partnership is managed. [17]
Sources
- 11 VT Stats § 3234(1)
- 11 VT Stats § 3234(2)
- 11 VT Stats § 3234(3)
- 11 VT Stats § 3234(c)
- 11 VT Stats § 3234(d)
- 11 VT Stats § 3226(a)
- 11 VT Stats § 3226(b)
- 11 VT Stats § 3226(c)
- 11 VT Stats § 3423(d)
- 11 VT Stats § 340(5)
- 11 VT Stats § 340(6)
- 11 VT Stats § 3201(6)
- 11 VT Stats § 340(7)
- 11 VT Stats § 3201(5)
- 11 VT Stats § 3201(4)
- 11 VT Stats § 340(4)
- 11 VT Stats § 340(9)