The Vermont Statutes Online
The Vermont Statutes Online have been updated to include the actions of the 2023 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Title 11 : Corporations, Partnerships and Associations
Chapter 015 : Registration of Business Entities
(Cite as: 11 V.S.A. § 1626)-
§ 1626. Failure to register; enforcing compliance
(a) A person who is not registered with the Secretary of State as required under this chapter and any successor to the person or assignee of a cause of action arising out of the business of the person may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until the person, successor, or assignee registers with the Secretary.
(b) The failure of a person to register as required under this chapter does not impair the validity of a contract or act of the person or preclude it from defending an action or proceeding in this State.
(c) An individual does not waive a limitation on his or her personal liability afforded by other law solely by transacting business in this State without registering with the Secretary of State as required under this chapter.
(d) If a person transacts business in this State without registering with the Secretary of State as required under this chapter, the Secretary is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.
(e) A person that transacts business in this State without registering with the Secretary of State as required under this chapter shall be liable to the State for:
(1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a registration;
(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a registration; and
(3) other penalties imposed by law.
(f) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in subsection (e) of this section and to restrain a person from transacting business in this State in violation of this chapter. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 4; 1995, No. 179 (Adj. Sess.), § 10; 2015, No. 128 (Adj. Sess.), § C.3.)
