Vermont law regulates the creation and dissolution of business associations. Vermont law does not specifically provide a procedure for converting from a limited liability company, or LLC, to a limited liability partnership, or LLP, so converting from an LLC to an LLP requires dissolving the LLC first, then creating an LLP and transferring all assets and debts from the LLC to the LLP.
Download the LLP Creation form on the Vermont Secretary of State’s website (see Resources). While the Vermont Secretary of State will accept a document that complies with the Vermont LLP statute, the form provided by the Vermont Secretary of State includes all information necessary to successfully register an LLP with the Vermont Secretary of State.
Fill out the LLP Creation form. Provide a name for your LLP. The name of your LLP must end with the phrase “Registered Limited Liability Partnership,” “Limited Liability Partnership” or the abbreviation “RLLP” or “LLP,” and be distinguishable from the name of any business already registered in Vermont. Provide the purpose of your business and the address where your LLP will be conducting business in Vermont. Indicate that the partnership elects to be a limited liability partnership. Provide the name and address for a process agent which will receive service of process if your LLC or LLP is sued or subpoenaed. Sign and date the form.
File the LLP Creation form. As of 2010, the filing fee is $75. You must file by certified check made payable to the Secretary of State. The filing address is Office of Secretary of State, Corporations Division, 26 Terrace St., Montpelier, VT 05609-1104.
Draft an asset transfer agreement. After creating your LLP, you must transfer all assets and debts from your LLC to your LLP. Set forth on a piece of paper the value of all LLC assets and debts, and indicate that they will be assumed by the LLP. Sign the asset transfer agreement, and have any LLC members or LLP partners also sign the agreement.
Elect to dissolve the LLC. If you have an operating agreement, follow the procedures pertaining to LLC dissolution set forth in this document. If you do not have an operating agreement, Vermont LLC law requires the agreement of a majority of members or all managers in order to dissolve the company.
Download and fill out the LLC Dissolution form (see Resources). Provide the name of your LLC. Have either a managing member or manager sign and date the form.
File the LLC Dissolution form. As of 2010, the filing fee is $20. The filing address is the same as the address for registering an LLP.