Vermont Statutes Annotated

Vt. Stat. Ann. tit. 09, § 2285 (2026)

Definitions

✓ current as of May 2026

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Subchapter 001 : VOIDABLE TRANSACTIONS

(Cite as: 9 V.S.A. § 2285)

§ 2285. Definitions

As used in this chapter:

(1) “Affiliate” means:

(A) a person who directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person who holds the securities:

(i) as a fiduciary or agent without sole discretionary power to vote the securities; or

(ii) solely to secure a debt, if the person has not exercised the power to vote;

(B) a corporation, 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by the debtor, or a person that directly or indirectly owns, controls, or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person that holds the securities:

(i) as a fiduciary or agent without sole discretionary power to vote the securities; or

(ii) solely to secure a debt, if the person has not in fact exercised the power to vote;

(C) a person whose business is operated by the debtor under a lease or other agreement, or a person substantially all of whose assets are controlled by the debtor; or

(D) a person who operates the debtor’s business under a lease or other agreement or controls substantially all of the debtor’s assets.

(2) “Asset” means property of a debtor, but the term does not include:

(A) property to the extent it is encumbered by a valid lien;

(B) property to the extent it is generally exempt under nonbankruptcy law; or

(C) an interest in property held in tenancy by the entireties to the extent it is not subject to process by a creditor holding a claim against only one tenant.

(3) “Claim,” except as used in “claim for relief,” means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.

(4) “Creditor” means a person who has a claim.

(5) “Debt” means liability on a claim.

(6) “Debtor” means a person who is liable on a claim.

(7) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(8) “Insider” includes:

(A) if the debtor is an individual,

(i) a relative of the debtor or of a general partner of the debtor;

(ii) a partnership in which the debtor is a general partner;

(iii) a general partner in a partnership described in subdivision (A)(ii) of this subdivision (8);

(iv) a corporation of which the debtor is a director, officer, or person in control;

(v) a member-managed limited liability company in which the debtor is a member, a manager-managed limited liability company in which the debtor is a manager, or any limited liability company in which the debtor is in control; or

(vi) a member in a member-managed limited liability company or a manager in a manager-managed limited liability company as described in subdivision (A)(v) of this subdivision (8);

(B) if the debtor is a corporation,

(i) a director of the debtor;

(ii) an officer of the debtor;

(iii) a person in control of the debtor;

(iv) a partnership in which the debtor is a general partner;

(v) a general partner in a partnership described in subdivision (B)(iv) of this subdivision (8); or

(vi) a relative of a general partner, director, officer, or person in control of the debtor;

(C) if the debtor is a partnership,

(i) a general partner in the debtor;

(ii) a relative of a general partner in, a general partner of, or a person in control of the debtor;

(iii) another partnership in which the debtor is a general partner;

(iv) a general partner in a partnership described in subdivision (C)(iii) of this subdivision (8); or

(v) a person in control of the debtor;

(D) if the debtor is a limited liability company,

(i) a member of the member-managed limited liability company;

(ii) a manager of the manager-managed limited liability company;

(iii) a partnership in which the debtor is a general partner;

(iv) a general partner in a partnership described in subdivision (D)(iii) of this subdivision (8); or

(v) a person in control of the debtor;

(E) an affiliate, or an insider of an affiliate as if the affiliate were the debtor; and

(F) a managing agent of the debtor.

(9) “Lien” means a charge against or an interest in property to secure payment of a debt or performance of an obligation, and includes a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common-law lien, or a statutory lien.

(10) “Organization” means a person other than an individual.

(11) “Person” means an individual, partnership, corporation, limited liability company, association, organization, government or governmental subdivision or agency, business trust, estate, trust, or any other legal or commercial entity.

(12) “Property” means anything that may be the subject of ownership.

(13) “Relative” means an individual related by consanguinity within the third degree as determined by the common law, a spouse, or an individual related to a spouse within the third degree as so determined, and includes an individual in an adoptive relationship within the third degree.

(14) “Sign” means, with present intent to authenticate or adopt a record:

(A) to execute or adopt a tangible symbol; or

(B) to attach to or logically associate with the record an electronic symbol, sound, or process.

(15) “Transfer” means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, and creation of a lien or other encumbrance.

(16) “Valid lien” means a lien that is effective against the holder of a judicial lien subsequently obtained by legal or equitable process or proceedings. (Added 1995, No. 179 (Adj. Sess.), § 14; amended 2017, No. 20, § 1.)

Notes of Decisions

Cited in 11 cases (2 in the last 5 years), 2003–2025 · leading case: Bacon v. Reimer & Braunstein, LLP, 929 A.2d 723 (Vt. 2007).

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Bacon v. Reimer & Braunstein, LLP, 929 A.2d 723 (Vt. 2007). · cites it 2× “The complaint sought to set aside the allegedly fraudulent transfers under the Vermont fraudulent conveyance statutes, 9 V.S.A. §§2285 to 2312, to “pierce the veil” and appoint receivers for the corporate defendants, and to attach realty owned by the various defendants.”

Ag Venture Fin. Servs., Inc. v. Montagne (Montagne), 417 B.R. 232 (Bankr. D. Vt. 2009). · cites it 2× “1, Refs & Annos, incorporated into the Vermont Statutes Annotated at 9 V.S.A. §§ 2285 to 2295 (No. 179 (Adj.Sess.”

Astra USA, Inc. v. Bildman, 375 F. App'x 129 (2d Cir. 2010). “(“Astra”) on Astra’s claims alleging fraudulent transfer of property in violation of the Vermont Fraudulent Conveyances and False Checks Statute, Vt. Stat. Ann. tit. 9, § 2285 et seq. 1 In particular, defendants contend that (1) the entry of final judgment was improper because…”

Huber v. Currie (Vt. Super. Ct. 2025). · cites it 4× “9 V.S.A. § 2285(11). It defines “transfer” as “every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, and creation of a lien or other…”

Ford Motor Credit, LLC v. Carpenter (Vt. Super. Ct. 2012). · cites it 2× “See Final Order and Judgment – Ronald Carpenter, Ford Motor Credit Company v. East Dorset Motor Company, 477-12-07 Bncv (Jun.”

Evans v. Wolinsky, 347 B.R. 9 (D. Vt. 2006). · cites it 2× “§ 2285(2)(C); see 9 V.S.A. § 2285(11)(“transfer” means disposing of an “asset”).”

Tilton v. Gillen (Vt. Super. Ct. 2024). “See 9 V.S.A. §§ 2285–2299 (addressing fraudulent conveyances for present and future creditors).”

Berkley Ins. Co. v. Bouchard (D. Vt. 2020). “” 9 V.S.A. §§ 2285(4), (6). A “[c]laim ... means a right to payment, whether or not the right is reduced to judgment, liquidated, 13 unliquidated, fixed, contingent, mature, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.”

Est. of Nancy B. Alden v. Dee (Vt. Super. Ct. 2010). “”) 9 V.S.A. §§ 2285 (3)–(5). Nor have they produced evidence of actual intent to defraud as defined in 9 V.”

Munson Earth Moving v. Holmberg (Vt. Super. Ct. 2004). “§ 2289 (b)) allows a creditor whose claim pre-dates the transfer to reach out to the transferred assets if: $ the transfer was made to an insider [such as an officer of the company like Peter Holmberg, see 9 V.S.A. § 2285 (6)] $ for an “antecedent debt,” [a pre-existing debt to…”

Canney v. Capoccia (In re Daly & Sinnott Law Centers PLLC), 292 B.R. 796 (Bankr. D. Vt. 2003). “For example, in his state law cause of action for fraudulent conveyance, it is not clear whether the Trustee is seeking judgment under 9 V.S.A. § 2285 et seq. (for which there is a 1-year statute of limitation for general fraud and a 4-year statute of limitation for intentional…”

— Vt. Stat. Ann. tit. 09, § 2285(11) — 2 cases

Huber v. Currie (Vt. Super. Ct. 2025). “9 V.S.A. § 2285(11). It defines “transfer” as “every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease, and creation of a lien or other…”

Evans v. Wolinsky, 347 B.R. 9 (D. Vt. 2006). “§ 2285(2)(C); see 9 V.S.A. § 2285(11)(“transfer” means disposing of an “asset”).”

— Vt. Stat. Ann. tit. 09, § 2285(15) — 1 case

— Vt. Stat. Ann. tit. 09, § 2285(2)(C) — 1 case

Evans v. Wolinsky, 347 B.R. 9 (D. Vt. 2006). “§ 2285(2)(C); see 9 V.S.A. § 2285(11)(“transfer” means disposing of an “asset”).”

— Vt. Stat. Ann. tit. 09, § 2285(4) — 1 case

— Vt. Stat. Ann. tit. 09, § 2285(5) — 1 case

Ag Venture Fin. Servs., Inc. v. Montagne (Montagne), 417 B.R. 232 (Bankr. D. Vt. 2009). “1, Refs & Annos, incorporated into the Vermont Statutes Annotated at 9 V.S.A. §§ 2285 to 2295 (No. 179 (Adj.Sess.”

— Vt. Stat. Ann. tit. 09, § 2285(6) — 2 cases

Ford Motor Credit, LLC v. Carpenter (Vt. Super. Ct. 2012). “See Final Order and Judgment – Ronald Carpenter, Ford Motor Credit Company v. East Dorset Motor Company, 477-12-07 Bncv (Jun.”

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