Vermont Statutes Annotated

Vt. Stat. Ann. tit. 11, § 4101 (2026)

✓ current as of May 2026

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Subchapter 007 : WINDING UP OF COMPANY BUSINESS

(Cite as: 11 V.S.A. § 4101)

§ 4101. Events causing dissolution and winding up of company business

(a) A limited liability company is dissolved, and its business shall be wound up, upon the occurrence of any of the following events:

(1) an event or circumstance that the operating agreement states causes dissolution;

(2) consent of the number or percentage of members specified in the operating agreement, or in the absence of a provision governing approval of a dissolution or winding up of the company contained in an operating agreement, the consent of all the members;

(3) the passage of 90 consecutive days during which the company has no members;

(4) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that:

(A) the conduct of all or substantially all of the company’s activities is unlawful; or

(B) it is not reasonably practicable to carry on the company’s activities in conformance with the certificate of organization and the operating agreement; or

(5) on application by a member, the entry by the Superior Court of an order dissolving the company on the grounds that the managers or those members in control of the company:

(A) have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(B) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

(b) In an action brought under subdivision (a)(5) of this section, the Court may order a remedy other than dissolution. (Added 2015, No. 17, § 2.)

Notes of Decisions

Cited in 4 cases (4 in the last 5 years), 2024–2026 · leading case: Garret Hirchak, Mfg. Solutions, Inc., & Sunrise Dev. LLC v. Tyler Hirchak, Thomas Hirchak, III, Hirchak Bros. LLC, & Hirchak Grp. LLC, 2024 VT 81 (Vt. 2024).

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Garret Hirchak, Mfg. Solutions, Inc., & Sunrise Dev. LLC v. Tyler Hirchak, Thomas Hirchak, III, Hirchak Bros. LLC, & Hirchak Grp. LLC, 2024 VT 81 (Vt. 2024). “First, they argue that notwithstanding Garret’s breach of fiduciary duties, the court should have found that Toby and Tyler engaged in oppressive behavior under 11 V.S.A. § 4101(a)(5)(B). Second, they contend that the court erred in treating the $300,000 down payment as a gift…”

Laclair v. Milne (Vt. Super. Ct. 2026). · cites it 2× “11 V.S.A. § 4101(a)(5)(B). The Court is further guided by the language of Section 4101(b), which states that in an action brought under Section 4104(a)(5), “the Court may order a remedy other than dissolution.”

hirchak v. hirchak (Vt. Super. Ct. 2024). “He claims that the agreement that he would receive equal compensation, albeit in the form of independent contract payments, was central to his decision to enter into the Brothers LLC business with them, and that they have taken advantage of his minority position in an oppressive…”

ravit v. hall & riley (Vt. Super. Ct. 2024). “11 V.S.A.§§ 4101–4103. Plaintiffs do not allege that the LLC was not dissolved for some particular purpose.”

— Vt. Stat. Ann. tit. 11, § 4101(a)(5)(B) — 2 cases

Garret Hirchak, Mfg. Solutions, Inc., & Sunrise Dev. LLC v. Tyler Hirchak, Thomas Hirchak, III, Hirchak Bros. LLC, & Hirchak Grp. LLC, 2024 VT 81 (Vt. 2024). “First, they argue that notwithstanding Garret’s breach of fiduciary duties, the court should have found that Toby and Tyler engaged in oppressive behavior under 11 V.S.A. § 4101(a)(5)(B). Second, they contend that the court erred in treating the $300,000 down payment as a gift…”

Laclair v. Milne (Vt. Super. Ct. 2026). “11 V.S.A. § 4101(a)(5)(B). The Court is further guided by the language of Section 4101(b), which states that in an action brought under Section 4104(a)(5), “the Court may order a remedy other than dissolution.”

— Vt. Stat. Ann. tit. 11, § 4101(b) — 1 case

Laclair v. Milne (Vt. Super. Ct. 2026). “11 V.S.A. § 4101(a)(5)(B). The Court is further guided by the language of Section 4101(b), which states that in an action brought under Section 4104(a)(5), “the Court may order a remedy other than dissolution.”

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