The Vermont Statutes Online

Title 11: Corporations, Partnerships and Associations

Chapter 015: Registration of Business Entities

• § 1621. Registration of business name by persons, partnerships, and associations

  (a) A person doing business in this State under any name other than his or her own, and every copartnership or association of individuals, except corporations and limited liability companies, doing business in this State, resident or nonresident, shall cause to be recorded with the Secretary of State a return setting forth the name under which such business is carried on, the name of the town wherein such place of business is located, a brief description of the kind of business to be transacted under such name, and the individual names and residences of all persons, general partners, or members so doing business thereunder.

  (b) Such returns shall be subscribed and sworn to by one or more of the persons so doing business, and shall be filed with the Secretary of State within 10 days after commencement of business.

  (c) The Secretary of State shall decline to register any business name unless the name is distinguishable in the records of the Secretary of State from any other business name of any name registered or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State, or any name that would lead a reasonable person to conclude that the business is a type of entity that it is not.

  (d) The Secretary of State shall establish rules and regulations for the administration of this section.

  (e) Prior to registering its business name under this section, a person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply to the State Board of Education for a certificate of approval pursuant to those sections. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 1; 1993, No. 221 (Adj. Sess.), § 24; 1995, No. 166 (Adj. Sess.), § 14; 1995, No. 179 (Adj. Sess.), § 1c, eff. Jan. 1, 1997; 1995, No. 179 (Adj. Sess.), §§ 6, 7; 2001, No. 19, § 3; 2011, No. 84 (Adj. Sess.), § 3, eff. April 20, 2012; 2015, No. 17, § 3.)

• § 1621a. Reserved name

  (a) The exclusive right to the use of a business name may be reserved by any person, copartnership, or association intending to register its name under this section.

  (b) The reservation shall be made by filing with the Secretary of State an application to reserve a specified business name, executed by the applicant, its agent, or attorney. If the Secretary of State finds that the name is available for use, he or she shall reserve the same for the exclusive use of the applicant for a period of 120 days.

  (c) The right to the exclusive use of a specified business name so reserved may be transferred to any other person, copartnership, or association by filing in the office of the Secretary of State a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee. (Added 1981, No. 125 (Adj. Sess.), § 2.)

• § 1622. Registration by legal representative of decedent

  If a person who was required by the provisions of section 1621 of this title to register with the Secretary of State failed so to do and dies, the legal representative of such deceased person may register under such section in the name of the estate of such decedent. Such registration shall be sufficient for all purposes under the provisions of this chapter. (Amended 1961, No. 217, § 1, eff. July 13, 1961.)

• § 1623. Registration by business organizations

  (a) A business organization doing business in this State under any name other than that of the business organization shall be subject to all the provisions of this chapter; and shall file returns sworn to by some officer or director of the corporation or mutual benefit enterprise, or by some director or manager of the limited liability company, or by some partner of the partnership or limited partnership, setting forth:

  (1) the name and location of the principal office of the business organization;

  (2) the name under which the organization will conduct business;

  (3) the town or towns where the organization conducts business under the name; and

  (4) a brief description of the kind of business the organization conducts under the name.

  (b) The Secretary of State shall decline to register any business name unless the name is distinguishable in the records of the Secretary of State from any other business name of any name registered or reserved under this chapter or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State, or any name that would lead a reasonable person to conclude that the business is a type of entity that it is not. (Amended 1995, No. 179 (Adj. Sess.), § 8; 2011, No. 84 (Adj. Sess.), § 4, eff. April 20, 2012; 2015, No. 17, § 4; 2015, No. 97 (Adj. Sess.), § 41; 2015, No. 157 (Adj. Sess.), § E.4, eff. June 2, 2016.)

• § 1624. Forms

  The Secretary of State shall formulate forms for the returns and shall, on request, furnish such forms by mail or otherwise to persons, copartnerships, associations, or corporations subject to the provisions of this chapter. (Amended 1961, No. 217, § 1, eff. July 13, 1961.)

• § 1625. Fees

  (a) A person, copartnership, association, limited liability company, or corporation required by the provisions of this chapter to file a return shall, at the time of filing as provided, pay a registration fee of $70.00 to the Secretary of State.

  (b) A person, copartnership, association, limited liability company, or corporation required by the provisions of this chapter to file a certificate of cessation or change of business status or an application to reserve a business name shall, at the time of filing, pay a fee of $35.00 to the Secretary of State.

  (c) Statement of change of designated agent or designated office, or both: $25.00, not to exceed $1,000.00 per filer per calendar year.

  (d) The Secretary shall collect $25.00 each time process is served on the Secretary under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding. (Amended 1959, No. 177, eff. May 14, 1959; 1961, No. 217, § 1, eff. July 13, 1961; 1967, No. 278 (Adj. Sess.), § 9; 1977, No. 237 (Adj. Sess.), § 3; 1981, No. 125 (Adj. Sess.), § 3; 1995, No. 179 (Adj. Sess.), § 9; 2003, No. 70 (Adj. Sess.), § 10, eff. March 1, 2004; 2007, No. 153 (Adj. Sess.), § 33; 2013, No. 1, § 81, eff. March 7, 2013; 2013, No. 72, § 4; 2023, No. 77, § 34, eff. June 20, 2023.)

• § 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.)

• § 1627. Service of process

  Service of such complaint and process thereunder may be made by delivering within this State a true and attested copy thereof to any person so doing business or any servant or agent of such person, copartnership, association, limited liability company, or corporation, or in any manner otherwise provided by law. A name so registered shall not thereafter be used by a person, copartnership, association, limited liability company, or corporation, unless it is lawfully entitled thereto at the date of such registration. (Amended 1995, No. 179 (Adj. Sess.), § 11.)

• § 1628. Certificate of cessation of business or change of business status

  (a) When a person, copartnership, association, limited liability company, or corporation subject to the provisions of this chapter shall cease to do business in this State, a certificate setting forth such fact and the date whereon it so ceased shall be filed with the Secretary of State within 10 days after the date such business ceases. Such certificate may be sworn to and filed by a surviving partner, member of such association, officer of such corporation, member or manager of such limited liability company, or person so doing business, or his or her executor or administrator.

  (b) Whenever any general partner of such partnership, or member of such association withdraws from the business, a remaining general partner or member shall within 30 days file a certificate with the Secretary of State signed and sworn by a remaining general partner or member, setting forth the fact of such withdrawal, together with the date of that withdrawal. Filing of this certificate shall avoid any interruption in the period of registration remaining before the need for renewal, as if no partner or member of the association had withdrawn. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 5; 1993, No. 221 (Adj. Sess.), § 25; 1995, No. 166 (Adj. Sess.), § 15; 1995, No. 179 (Adj. Sess.), § 12.)

• § 1629. Penalties

  Failure to file such certificate at the time so required by section 1628 of this title shall work a forfeiture of $10.00 to be recovered by the Secretary of State in a civil action on this statute, in his or her name, against any surviving partner, any member of such association, any officer of such corporation, or any person so doing business, or his executor or administrator, and the same shall be paid into the Treasury of the State. (Amended 1961, No. 217, § 1, eff. July 13, 1961.)

• § 1630. Process agent

  Each nonresident doing business in this State in his or her individual capacity, or as copartner or member of a copartnership or association required by sections 1621 and 1623 of this title to file the returns therein specified, or under any name other than his or her own, except as otherwise provided, shall appoint in writing a person having an office or place of business and residing in the town wherein the principal office of such nonresident, copartnership, or association is located, upon whom process against such nonresident may be served in an action founded upon a liability incurred in this State. Such appointment shall continue in force until revoked by a like instrument appointing another person therein residing, and having therein an office or place of business. Such instrument shall be recorded with the Secretary of State. In the event a nonresident has not appointed a process agent, and has not filed such appointment, as set forth in this section, the Secretary of State shall be such process agent. (Amended 1961, No. 217, § 1; eff. July 13, 1961; 1993, No. 221 (Adj. Sess.), § 26.)

• § 1631. Vacancy

  When an appointee dies or removes from the State, another person residing in such town and having therein an office or place of business, within 10 days from the date of such death or removal, shall be appointed in the manner hereinbefore specified, upon whom service of process may be made as provided in section 1630 of this title. In case of such death or removal, or if a person is not appointed as aforesaid, process against such nonresident person may be served by delivering to the Secretary of State duplicate copies thereof, one of which shall be filed with the Secretary of State and the other shall be forwarded by mail prepaid by the clerk to the last known residence of such person. (Amended 1971, No. 84, § 6; 1993, No. 221 (Adj. Sess.), § 27; 2013, No. 72, § 5.)

• § 1632. Exceptions

  The provisions of sections 1630 and 1631 of this title shall not apply to foreign investment companies, foreign building and loan associations, or foreign creamery companies.

• § 1633. Secretary of State as process agent

  A foreign insurance, express, shipping car, telegraph, or telephone company, or a foreign company under any other name engaged in like business, shall not do business in this State as an unincorporated association or partnership, until it has filed with the Secretary of State a written stipulation containing the association or firm name, and the names and residences of the associates or partners, and appointing the Secretary of State as its process agent. Such stipulation shall be in form and substance like that specified in subdivision 692(3) of this title, and shall have the same legal effect. The provisions of 12 V.S.A. §§ 851-853, shall apply to service of process on such company and to acts done by persons or agents in its behalf.

• § 1634. Effect of failure and neglect

  A person, copartnership, limited liability company, or corporation subject to this chapter shall not institute any proceedings in this State for the enforcement of any right or obligation unless it shall, prior to the issuance of the original return or complaint therein, have filed the returns and paid the registration fee required by this chapter; nor shall a license or certificate be granted to a nonresident individual, copartnership, or unincorporated association to transact a business specified in Titles 5 and 23 or in 6 V.S.A. chapter 29 until such individual, copartnership, or association has complied with the provisions of section 1630 of this title. (Amended 1995, No. 179 (Adj. Sess.), § 13.)

• § 1635. Reregistration

  (a) One or more persons doing business under a registered business name shall reregister the name every five years by filing a reregistration return with the Secretary of State with a fee of $65.00 within 60 days following the date five years after the date of the original registration or of the last reregistration. The Secretary of State shall prepare and supply the necessary forms.

  (b) When reregistration is not accomplished as provided in subsection (a) of this section, a business name may be registered by the first applicant making application to the Secretary of State for an original registration as provided by this chapter. (Added 1971, No. 48, § 2; amended 1977, No. 237 (Adj. Sess.), § 4; 1993, No. 221 (Adj. Sess.), § 28; 2003, No. 70 (Adj. Sess.), § 11, eff. March 1, 2004; 2023, No. 77, § 35, eff. June 20, 2023.)

• § 1636. Termination of business name; hearing

  (a) If the Secretary of State declines to register a business name in accordance with the provisions of subsection 1621(c) of this title, the applicant may request that the Secretary determine whether the person to whom the business name is registered is doing business or taking steps to do business in this State.

  (b) If, after notice and an opportunity for hearing, the Secretary or designee finds that the person is not doing business or intending to do business in this State as demonstrated by a substantive act or acts consistent with that intent, the Secretary may terminate the registration and register the business name to the applicant. If the business name is not taken by the person who requested a hearing under this section, the business name shall be available for selection by another registrant.

  (c) A person aggrieved by a final decision of the Secretary under this section may appeal to the Superior Court of Washington County, which shall consider the matter de novo. (Added 1989, No. 226 (Adj. Sess.).)

• § 1637. Authority to terminate and amend registration

  (a) The Secretary of State shall have the authority to:

  (1) terminate the registration of a person who, pursuant to a final court order or an assurance of discontinuance, is not authorized to conduct business in this State; and

  (2) amend his or her records to reflect the termination of a registration pursuant to subdivision (1) of this subsection.

  (b)(1) If the Secretary of State terminates the registration of a person pursuant to this section, the person appoints the Secretary as his or her agent for service of process in any proceeding based on a cause of action that arose during the time the person was authorized to transact, or was transacting without authorization, business in this State.

  (2) Upon receipt of process, the Secretary of State shall deliver by registered mail a copy of the process to the secretary of the terminated person at its principal office shown in its most recent annual report or in any subsequent communication received from the person stating the current mailing address of its principal office, or, if none is on file, in its application for registration.

  (c)(1) If a court or other person with sufficient legal authority reinstates the ability of a terminated person to conduct business in this State, the terminated person may file with the Secretary of State evidence of the reinstated authority and pay to the Secretary a fee of $25.00 for each year the person is delinquent.

  (2) Upon receipt of a filing and payment pursuant to subdivision (1) of this subsection, the Secretary shall cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the person. (Added 2015, No. 128 (Adj. Sess.), § C.2.)