The Vermont Statutes Online

Title 11: Corporations, Partnerships and Associations

Chapter 015: Assumed Business Names, Partnerships, And Unincorporated Nonprofit Associations; Administrative Authority; Administrative Provisions

• Subchapter 001: ASSUMED BUSINESS NAMES, PARTNERSHIPS, AND UNINCORPORATED NONPROFIT ASSOCIATIONS

• § 1621. Registration of assumed business names, partnership, and unincorporated nonprofit association

  (a) An individual doing business under an assumed business name, or a partnership or unincorporated nonprofit association of individuals doing business in this State, resident or nonresident, shall submit to the Secretary of State for filing a registration that provides:

  (1) the name of the business;

  (2) the address of its principal office;

  (3) its business purpose;

  (4) the name and business address of the individual doing business under the assumed name, as a partner of the partnership, or as a member of the association, and of any other principal the registrant provides; and

  (5) for each individual, partner, or member who is not a resident of this State, or for whom the registrant does not provide an address in this State for service of process, the name, email, and address information of an agent for service of process pursuant to section 1655 of this title.

  (b) A registration shall be subscribed and sworn to by a person with authority to act on behalf of the registrant and filed with the Secretary of State not later than 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 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; 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1621a. Repealed. 2025, No. 10, § 4, eff. July 1, 2025.

  (Added 1981, No. 125 (Adj. Sess.), § 2; repealed by 2025, No. 10, § 4, eff. July 1, 2025.)

• § 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. Repealed. 2025, No. 10, § 4, eff. July 1, 2025.

  (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; repealed by 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1624. Repealed. 2025, No. 10, § 4, eff. July 1, 2025.

  (Amended 1961, No. 217, § 1, eff. July 13, 1961; repealed by 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1625. Fees

  (a) A person required by the provisions of this subchapter 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 required by the provisions of this subchapter to file an amendment, a certificate of cessation of business, 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, for a person registered under this subchapter: $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 on behalf of a person registered under this subchapter. 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; 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1626. Failure to register; enforcing compliance

  (a) A person transacting business in this State who is not registered with the Secretary of State as required under this subchapter 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 subchapter 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 subchapter.

  (d) If a person transacts business in this State without registering with the Secretary of State as required under this subchapter, 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 subchapter 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 subchapter 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 subchapter. (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; 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1627. Repealed. 2025, No. 10, § 4, eff. July 1, 2025.

  (Amended 1995, No. 179 (Adj. Sess.), § 11; repealed by 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1628. Certificate of cessation of business; amendment

  (a) A registrant that ceases to do business in this State shall submit to the Secretary of State for filing a certificate of cessation of business not later than 10 days after the date of cessation.

  (b) A registrant that adds or removes an individual, partner, or member named in its registration shall submit to the Secretary of State for filing an amendment to reflect the change not later than 30 days after the date of the change.

  (c) A registrant may amend its agent information by filing a statement of change pursuant to section 1655 of this title and may amend any other information in its registration by submitting an amendment to the Secretary of State for filing. (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; 2025, No. 10, § 4, eff. July 1, 2025.)

• §§ 1629-1634. Repealed. 2025, No. 10, § 4, eff. July 1, 2025.

  (Amended 1961, No. 217, § 1, eff. July 13, 1961; repealed by 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1635. Reregistration

  (a) A registrant shall reregister every five years by filing a reregistration with the Secretary of State with a fee of $65.00 not sooner than 60 days prior to the expiration 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 subchapter. (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; 2025, No. 10, § 4, eff. July 1, 2025.)

• Subchapter 002: ADMINISTRATIVE AUTHORITY

• § 1636. Termination of business name; hearing

  (a) If the Secretary of State declines to register a business because it is not distinguishable in the records of the Secretary from another business name, 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.); amended 2025, No. 10, § 4, eff. July 1, 2025.)

• § 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 an administrative order, a final court order, or an assurance of discontinuance, is not authorized to conduct business in this State; and

  (2) amend the person’s 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 the person’s 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 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; amended 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1638. Authority to reject, amend, or terminate

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

  (1) reject a record submitted for filing that the Secretary reasonably determines contains false, fraudulent, or clearly erroneous information; and

  (2) amend a record or terminate the registration of a person who the Secretary determines, after notice and opportunity for hearing pursuant to 3 V.S.A. chapter 25, has submitted false or fraudulent information in a record, or has attempted or submitted a record for filing in bad faith, without lawful authority, or to commit fraud or cause injury.

  (b)(1) If the Secretary terminates the registration of a person pursuant to this section, or the Secretary’s rejection or amendment of a record results in the person’s failure to designate or maintain an agent for service of process, then the person appoints the Secretary as the person’s agent for service of process.

  (2) Upon receipt of process, the Secretary of State shall deliver by registered mail a copy of the process to the person’s last known address.

  (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 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1639. Forms; procedures; rules

  The Secretary of State may adopt forms, procedures, and rules to implement the processes and provisions of governing business registration in this State. (Added 2025, No. 10, § 4, eff. July 1, 2025.)

• Subchapter 003: ADMINISTRATIVE PROVISIONS FOR BUSINESS ORGANIZATIONS

• § 1652. Reserved name

  (a) A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing. The application shall state the name and address of the applicant and the name to be reserved. If the Secretary finds that the entity name is available, the Secretary shall reserve the name for the applicant’s exclusive use for 120 days.

  (b) The owner of a reserved name may transfer the reservation to another person by submitting to the Secretary of State for filing a notice of the transfer, which states the name and address of the transferee. (Added 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1653. Assumed business name of business organization

  A business organization that is authorized to do business in this State may conduct business under an assumed name by submitting to the Secretary of State for filing a registration that identifies the authorized business and the assumed name. (Added 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1654. [Reserved.]

  (Added 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1655. Designation of agent for service of process; change; resignation

  (a) Duty to designate agent for service of process. A person doing business in this State that is required to designate and maintain an agent for service of process shall provide the name, email, and address information of an individual resident of this State or of a business organization that has a place of business in, and is authorized to conduct business in, this State.

  (b) Attestation. A person who designates an agent for service of process attests that the agent consents to the appointment.

  (c) Duty to maintain current agent information; statement of change. Except as provided in subsection (d) of this section, a person registered with the Secretary of State may change its agent for service of process, or the agent’s email or address information, solely by submitting to the Secretary of State for filing a statement of change that provides its current agent information and specifies any changes to the agent information.

  (d) Bulk statement of change by agent.

  (1) If an agent for service of process changes its name, email, or address information in the records of the Secretary of State, the agent may submit to the Secretary for filing a bulk statement of change that:

  (A) identifies the businesses for which the agent serves as the agent for service of process and whose records the Secretary shall update to reflect the change to the agent’s information; and

  (B) attests that the agent has or will promptly provide notice to each business whose record is updated pursuant to the bulk statement of change.

  (2) For a bulk statement of change, the Secretary of State shall collect from the agent a separate filing fee for each business whose record is amended, subject to subsection 1625(c) of this title.

  (e) Agent resignation; termination.

  (1) An agent for service of process may resign as agent by submitting to the Secretary of State for filing a statement of resignation and delivering a copy of the statement to the affected business.

  (2) An agency for service of process terminates on the earlier of:

  (A) 30 days after the Secretary files a statement of resignation; or

  (B) the date on which a statement of change designating a new agent takes effect.

  (3) The Secretary shall waive the filing fee for a statement of resignation if the agent on record attests that it did not consent to serve as agent for service of process. (Added 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1656. Service of process; Secretary of State as agent

  (a) An agent for service of process appointed by a person registered with the Secretary of State is an agent for service of any process, notice, or demand required or permitted by law to be served upon the person.

  (b) If a person registered with the Secretary of State fails to appoint or maintain an agent for service of process in this State as required by law, or the agent for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the person upon whom process, notice, or demand may be served.

  (c)(1) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand.

  (2) If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its principal office or last known address.

  (d) Service is effective on the earliest of:

  (1) the date the person receives the process, notice, or demand;

  (2) the date shown on the return receipt, if signed on behalf of the person; or

  (3) five days after the process, notice, or demand is deposited by the Secretary of State for delivery by the U.S. Postal Service, if postage is prepaid to the address of the principal office or last known address reflected in the records of the Secretary of State.

  (e) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service.

  (f) This section shall not affect the right to serve process, notice, or demand upon a person in any manner otherwise provided by law. (Added 2025, No. 10, § 4, eff. July 1, 2025.)

• § 1657. Certificate of good standing

  Upon request of any person and payment of the applicable fee, the Secretary of State shall issue a certificate of good standing for a business organization that is authorized to do business in this State, and that is currently active and in good standing as of the date the certificate is issued, as reflected in the records of the Secretary. (Added 2025, No. 10, § 4a, eff. July 1, 2025.)