The Vermont Statutes Online

Title 11A : Vermont Business Corporations

Chapter 015 : Foreign Corporations

Subchapter 001 : Certificate of Authority

• § 15.01. Authority to transact business required

  (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

  (b) Except as otherwise provided, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign corporation.

  (c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a corporation is required to obtain a certificate of authority under subsection (a) of this section:

  (1) maintaining, defending, or settling any proceeding;

  (2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

  (3) maintaining bank accounts;

  (4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities;

  (5) selling through independent contractors;

  (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

  (7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

  (8) without limiting the generality of the other provisions of this section, making, purchasing, and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this State;

  (9) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

  (10) owning real or personal property;

  (11) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature;

  (12) transacting business in interstate commerce.

  (d) In addition to the requirements of subsection (a) of this section and notwithstanding subsection (c) of this section, a foreign banking corporation or trust company that does not have a place of business in this State pursuant to section 8 V.S.A. § 654 or 1352 shall obtain a certificate of authority from the Secretary of State to act as executor or trustee in this State under the last will and testament of any deceased resident of this State or of any deceased resident of another state owning property in this State. The Secretary of State shall not issue the certificate unless:

  (1) by the law of the state of its incorporation the foreign banking corporation or trust company may be appointed and may accept appointment to act as executor of or trustee under the last will and testament of any deceased person in the state of its appointment; and

  (2) banking corporations or trust companies of this State are permitted to act as executors or trustees in the state where such foreign banking corporation or trust company has its domicile.

  (e) This section shall have no applicability for the purpose of determining jurisdiction under 12 V.S.A. chapter 25 subchapter 6 or for the purpose of determining the tax liability of a corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 142 (Adj. Sess.), § 12, eff. May 30, 1996.)