§ 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.)